The Sorcerer's Apprentice Retold
by Katterina
Summary: An AU retelling of "The Sorcerer's Apprentice". This version has a female lead character and some other interesting revisions. Some of the lines are from the movie...but I have added my own touches.This is my version of the story. Balthazar/OC. Complete!
1. Prologue: 740 AD

**Prologue**

740 AD Britain:

The war of sorcery has always been fought in the shadows, with the forces of good trying to defeat the forces of evil since the beginning of time. The greatest of all the forces of good was Merlin, the most powerful sorcerer to ever live. He believed that magic was to only be used for the good of mankind. He had three apprentices that he entrusted with all of his secrets. He should have only trusted two.

Merlin's greatest enemy was the powerful sorceress Morgana, or Morgana Le Fay. She believed only in power and had her eyes on the ultimate spell of power, "The Rising". A spell that would raise an army of the dead and destroy most of the human race.

Merlin fought Morgana to keep her from getting the spell. In the end she won.

Balthazar and Veronica, two of Merlin's apprentices, arrived too late to save Merlin. Veronica sacrificed herself to capture Morgana, casting a spell that trapped Morgana's soul in her own body. Unfortunately Morgana started killing Veronica from the inside. Balthazar trapped them both in a device called a Grimhold, a prison for sorcerers, but was too late to save Veronica. Her soul faded and Morgana took over.

Maxim Horvath, Merlin's third apprentice betrayed them all by aiding Morgana. Before she was imprisoned in the Grimhold he stole the spell from the book that Merlin had been protecting. Balthazar witnessed Horvath's betrayal, but was unable to stop him at the time. He later hunted down many other Morganian sorcerers and imprisoned them in the Grimhold, eventually capturing Horvath.

As Merlin lay dying he told Balthazar that a sorcerer would be born that could defeat Morgana and save them all. That this child, the Prime Merlinean, would be the most important sorcerer to ever be born. He gave Balthazar his dragon ring, telling him that it would reveal to him the child that would be the Prime Merlinean. He cast a spell that would keep his apprentices from aging until they could find this child, and train them. He didn't know about Horvath's betrayal and died without hearing of it from Balthazar.

Over the years Balthazar would search the world for the child, to no avail. It is said that never would he deviate from him quest…


	2. Chapter 1: School Trip

**1995 N.Y.C.:**

The noise of two loud preteen girls woke Elaine. She cringed at their constant chatter about outfits, shoes and make-up. The "Barbie Doll" twins were yelling at each other loud enough to wake the whole hotel, or at least that's what Elaine thought. She pushed the covers down enough to peak out at the scene and sighed when she noticed that the mother of the twins wasn't doing anything other than smiling at her spoiled daughters.

Elaine wondered how much pleading it would take to get back to sharing a room with her friend Karen. Originally, when her Junior High class arrived from Spokane Washington, she and Karen had been rooming together with another girl named Tina and her mother. Unfortunately Karen and Elaine had been up late the first two nights role-playing Star Wars characters, and their roommates hadn't appreciated being kept up till 4am. So the friends had been separated.

Reluctantly Elaine got out of bed and braced herself to fight for bathroom time and space. After a very quick shower she got ready in only a few minutes, to the utter astonishment of the "Barbie" twins. Of course it was probably because Elaine preferred jeans and a t-shirt, Converse shoes, and a pony-tail for her dark burgundy-auburn hair. A pair of cute glasses completed her normal look. She waited for the twins and their mother to finish getting ready before heading down to the free continental breakfast with the rest of the school group. She ran up to Karen with a smile on her face.

"How was your night?" Karen asked with a sly look on her dark face. Karen was half African-American, and half Caucasian.

Elaine rolled her eyes with a look of utter frustration. "You wouldn't believe how boring it was… and this morning! They wouldn't shut-up about clothing and shoes, and what make-up went with what outfit. It was a nightmare. I hope I never, ever become a girly girl!"

Karen laughed and hugged her friend sympathetically. "I doubt that'll ever happen! You're too much of a nerd!"

Elaine stuck her tongue out at her friend, but laughed none the less. Together they went to get some food from the selection of pastries and juices.

After eating, the teachers and chaperones herded the kids out to the buses that were waiting for them. Today the schedule was a tour to the top of the Empire State building, then lunch before touring Ellis Island, then to the Museum of Natural History. The last part was the thing Elaine was the most hyped about. She loved museums.

New York was just the first stop on this historical tour of the East Coast that the Benjamin Franklin Academy 8th grade class was on. After New York was Washington D.C. then Virginia. History was a major focus of the private school, and this trip was something that really excited Elaine. She had always been interested in History, which was partially because her family had always visited historical sites during their yearly vacation.

The trip up to the top of the Empire State Building was interesting. Predictably a few of the boys had tried to get around the safety barriers to get to the edge. None of them succeeded, but it still caused a lot of commotion.

During the bus ride to the Building and then on to the lunch site Elaine told Karen about a dream she had the night before.

"There was this Sorceress that I was in the body of. She was very pretty and seemed powerful. It was like a neat movie set in the medieval period. " She explained as she started sketching the woman that she had been in the dream.

"Sounds cool!" Karen exclaimed. She watched Elaine sketch out the character. As the picture started to come together she was impressed. Her friend was a good artist for their age, but this picture was starting to look like the best she had drawn all year.

At the lunch site Elaine kept drawing as she idly ate her sandwich and chips. She was very focused on making sure that the picture was accurate. She was just finishing the final touches like the long dark hair, and the flowing medieval dress when a gust of wind came up and plucked the sheet of copy paper right off the book that Elaine had been using as a hard surface.

With a surprised yelp she chased after the sketch. Normally she wouldn't have done this, but this drawing was good, and she wanted to keep it. The wind carried it down the street and through a few turns before going into a strange back alley. Elaine looked around at the alley in dismay. It was full of papers and litter. Then she saw the picture plastered against the door of a small shop. She approached quickly and reached out to grab it. Just as her fingers touched the paper it got sucked inside the mail slot.

"Oh man…" Elaine groaned. She eyed the storefront for a moment, debating what to do.

_**Arcana Cabana: Antiquities, Obscurities, Unusual Gifts.**_

_**Balthazar Blake- Proprietor**_

_**By Appointment Only.**_

Elaine didn't have an appointment, but she wasn't leaving until she got that drawing back.

_******Disclaimer*****_

_I do not own these characters… I only half own Elaine… I own her, but Disney owns the concept!_

_Also… Forgive me if this is similar to another story… I don't mean for it to be. I'm just writing it the way that I was role-playing it after I saw the movie the first time… _


	3. Chapter 2: Arcana Cabana

********I made some minor changes to things from the movie. BUT it makes sense later on.********

Elaine opened the door slowly and as quietly as she could. The bell on the door still chimed lightly, but she knew there was nothing she could do about that. Her eyes roamed the store, taking in as much as she could. She didn't see the drawing anywhere. "Not that anyone could find anything in this mess…" she muttered as she kept searching.

The place managed to simultaneously creep her out and interest her at the same time. There was an eclectic mix of stuff from floor to ceiling, everything from mummies to animal skins, and every other type of strange antique that could possibly exist in the world.

She picked up a sword that looked authentic and brandished it around the way her fencing instructor had been teaching her. She was still very much a novice, but she enjoyed the feeling of being able to swing a sword somewhat properly.

The rapier in her hand was slightly heavier than the fencing foils that she was used to. This caused her lunge to be a little off, which made her stumble. The end of the blade hit a pile of silver platters causing them to crash to the ground resulting in a chain reaction that knocked over a large oriental looking urn.

A hand darted out, catching the urn before it could crash to the ground with the rest of the items. Elaine looked from the hand up to the rest of the man that had seemingly appeared from nowhere. He was tall and looked like he belonged in the store with his wild hair and crazy eccentric outfit. Elaine thought that he looked kind of cool though. She made a guess that this was Balthazar Blake, the store owner.

"The second emperor of the Han Dynasty locked his least-favorite wife in this urn for 15 years. To the day. It is said that the same will happen to anyone who opens it." Balthazar explained while setting it back upright.

Elaine quickly dropped the sword and looked at him sheepishly. Her dark eyes grew wide at the story of the urn. "I'm sorry… I didn't mean to knock anything over… I was just looking for a drawing that I was working on… It blew into your store…" She explained quickly.

"A drawing…?" Balthazar questioned with a raised eyebrow, his expression was curious, not angry.

"Yeah… it blew into your store… It was just a weird…."

"Coincidence." Balthazar finished for her.

Elaine nodded. "Yes… just a coincidence!" She watched as he seemed to think about that then he smiled. She considered that it was a dashing smile… for an older guy.

Balthazar didn't really believe in the idea of coincidences. He believed that everything happened for a reason. He studied the girl in front of him, wondering what might have really brought her to his store.

"I have something to show you Elaine." He said with enthusiasm after a moment of contemplation. He started to go over to a counter that was piled with many strange items.

Elaine gasped at him, her expression shocked. "How did you know my name?"

Balthazar turned to her with an imposing expression and said in a commanding voice, "Because I can read minds!" Then he saw her shocked and scared expression and laughed. "It's on the tag, on your backpack."

Elaine grabbed the tag that she had put on the backpack at the airport and frowned. She guessed that he had to have amazing eyesight because her handwriting on the tag was rather small.

Balthazar had walked over to the counter while she was examining the tag. He beckoned her over once she looked up again. Reluctantly she went to stand across the counter from him. He pulled a slender mahogany box out of a drawer. He opened the box and showed the contents to Elaine. There was a small metal dragon figurine sitting in the box. Elaine decided that it was really cute as she stared at it.

"This is very special, and if it likes you… you can keep it." Balthazar said calmly.

Elaine stared at him for a moment, not sure she believed or trusted him. No one just gave away something like that… there had to be a catch.

"I better not. My teacher and the rest of the tour knows that I'm here… She said I couldn't stay long." She muttered as a polite way to get out of there before he tricked her into buying something, even though she really wanted to buy some stuff in that shop. She just didn't think she could afford anything with the meager spending money her mother had given her for the trip. She thought it would be best to just find the drawing and leave.

Balthazar grinned at her kindly. "You're a bad liar Elaine… That's a good thing." Then he held out the dragon to her.

She was really starting to get weirded out by the guy, even though he seemed nice. She moved back from the counter, backing towards the door. She turned to see it close on its own, and even the latch lock slid into place without anyone to move it.

She swallowed hard and looked back to Balthazar. He just held out the dragon with a patient expression on his face.

Reluctantly she reached out and picked the dragon up. She was curious, and was thinking that it was really very cute. It sat on her hand for a moment, and then it shook itself. She almost dropped it in surprise. But before she could react it climbed onto her index finger and wrapped itself around forming a ring with a green gem in the middle of it.

Balthazar sighed in relief. Finally he had found the one, the Prime Merlinean. Though he hadn't expected it to be a girl. He came around the counter to kneel in from of her. She was short for her age, which he had guessed to be around 12 or 13. Older than he had expected. He took her hands and looked into her eyes… getting a slight shock when he did so… they seemed almost familiar.

"I've been searching a long time for you Elaine." He said with a mysterious smile on his face.

"For me?" Elaine questioned with a squeak.

"And magically here you are. That ring on your finger means something. It means that you are going to be a very important sorcerer one day."

"A sorcerer?" Elaine exclaimed. What was this crazy guy talking about? She looked at him with doubt. The idea was cool, but she knew it couldn't be true!

Balthazar nodded and continued. "For now, you are going to be my apprentice. There is a lot for you to learn and your first lesson starts today with your very own Encantus." He then stood up and held a hand out in the universal motion of "stay."

"Stay right here, and don't touch anything… I'll be right back." He said before running to the stairs in the back of the store.

Elaine nodded weakly. "Ok… not moving."

While Balthazar was gone Elaine examined the ring. The gem on it seemed to be glowing as she moved it back and forth.

Suddenly a banging noise came from the wall behind the counter. She noticed that the banging continued when she moved her hand with the ring on it. With a quick move she tested this theory. The wall burst and a large wooden nesting doll landed right next to her, narrowly missing her.

With curiosity she picked it up. A stern looking man in a fedora was painted on its outermost layer. The dragon ring started glowing brightly while she held the doll. Suddenly ripples of green energy passed from the ring to the doll, which started to bubble as though it were melting.

Elaine dropped in hastily, afraid it going to burn her. Instead of melting it cracked open and a wave of cockroaches poured out of it. Before Elaine could react with more than surprise the roaches gathered together to form the man that had been on the doll.

Maxim Horvath touched his face as the last roach formed into his skin. He gripped his cane absently and straightened his coat. He looked at his surroundings and grimaced. The shop had Balthazar's personality all over it. Then he noticed the girl staring at him with disbelief.

"When am I?" he demanded of the girl.

"Um... New… New York City!" Elaine stammered.

"Not where. WHEN? The year!" Horvath snapped angrily. He raised his cane. "Do not waste my time girl!" He threatened, the gem on his cane started to glow blue ominously.

Suddenly Horvath went flying up and smashed up against the glass ceiling of the shop. He hung there with a bored expression on his face.

"What happened to '_don't touch anything'_?" Balthazar asked as he returned. In one hand he held an enormous archaic looking book. His other hand was raised and pointed at Horvath.

"Not very sporting of you Balthazar." Horvath complained mildly as he struggled to break free. "I hardly got a chance to stretch my legs."

"Quiet!" Balthazar barked at the other sorcerer. He turned to Elaine and sighed. "It's not you. He's been this way for over a thousand years." He gave a wink. "Now where's the doll?" He asked her gently, not wanting to frighten her more.

Elaine nodded towards the nesting doll on the floor a few feet away.

Balthazar set down the Encantus and reached for the doll. While he was distracted Horvath managed to grab his cane and send a bolt of energy directly at Balthazar. The bolt hit, sending Balthazar flying across the store. The spell pinning Horvath broke and he dropped to the ground. When the dust settled the two sorcerers were standing there ready to fight each other.

The battle that followed was like nothing Elaine had ever seen outside of a movie or comic book. Energy and fire shot back and forth across the crowed store. It was like watching a Jedi and Sith fighting each other, only it was real. At one point Horvath even enchanted a sword to fight Balthazar.

"I'll have that doll!" Horvath roared as he set a line of fire between him and Balthazar. He turned to Elaine who was hunched down on the floor next to the nesting doll. "Give it to me!' He commanded her.

Suddenly Balthazar burst from the flame and tackled Horvath to the ground. "Elaine get the Grimhold and get out of here! Run!" He warned Elaine as he held on to Horvath.

Elaine noticed the nesting doll, or Grimhold; as Balthazar called it. She grabbed it and started to scoot backwards. She was just about to stand up and run when an invisible force grabbed her leg and pulled her back. Horvath was holding out his glowing cane towards her, using magic to draw her towards him.

Somehow Elaine's bag had opened during the fight and some of her papers and notebooks went flying out in the swirl of magical wind that was filling the store. She saw the drawing that she had followed in here join them, but she was trapped by Horvath's spell and couldn't grab for it.

Balthazar knew there was nothing else he could do to save the Grimhold and his apprentice. The urn was right next to him and Horvath. With a grimace he opened the urn and stuck the hand that was holding Horvath's arm into it.

"Elaine, run!" He managed to yell just before he and Horvath were sucked inside, along with some of the papers that were flying around. The lid snapped into place as soon as the sorcerers disappeared inside.

Elaine sprinted out of the store in a panic; tears were streaming down her face mixing with some blood from her nose. The pressure of the wind must have caused her to get a bloody nose. She was still holding the doll when she ran out of the store. In frustration she threw it as far from her as she could. She didn't want anything to do with it after what had just happened.

"Elaine Stutler!" A woman's voice snapped from behind her.

Elaine turned to see her teacher and the rest of the group staring at her.

She panicked more with all those faces focused on her. "There's these crazy wizard guys in there!" She cried as the teacher examined Arcana Cabana. "One was made of roaches! Don't go in there!"

The teacher started towards the door in annoyance. She was going to have to apologize for the behavior of her student. She just hoped that Elaine hadn't broken anything.

Elaine moved to stop the teacher. "No don't! There's a fire, and things were flying all over the place!"

When the teacher opened the door Elaine was confused to find that she store had returned to normal. Nothing was out of place and the fires were gone.

When they didn't see anyone in the store the teacher led Elaine back to the group. "Stop telling such fantastic stories!" She scolded Elaine.

The students started laughing, except for Karen who looked questioning at Elaine.

"Stutler is crying!"

"Look she got a bloody nose!"

"Ewww!"

"What a weirdo!"

"Yeah. She's crazy!"

"Get medicated you nerd!"

These were all the calls from her classmates. Elaine cried harder at all the taunts and reluctantly followed the group back to the tour area. The rest of her historical trip was miserable because the class never let her live down that moment. She hoped she would never have to deal with that shop again, or magic of any kind.

*******Yes, I know. I changed it to 15 years in the urn for a reason.*******


	4. Chapter 3: 15 Years Later

**2010 N.Y.C.**

**15 years later to the day:**

Elaine groaned as her alarm went off at 7am. She didn't really want to face the day yet, not being a morning person and all that. Still she did have to do a presentation in Archeology class today. She was supposed to present part of her study on ancient British mythology surrounding the Arthurian legends and what findings actually backed up the "legend" as possible fact. It had been her pet project for a few years now.

"It's a good thing that I have a degree in genetics already or this would sound insane." She muttered as she read over her notes on the possibility that Merlin had existed as an actual human being and that there was genetic evidence to prove it. Now wither the magic bit were true… she didn't want to think about it. Hell, she never wanted to "think" about magic ever again, not after junior high!

Quickly she got ready for the day. Her outfit as professional as she owned, meaning nice jeans and a button down shirt over a fitted t-shirt. Her hair she left down and her glasses had been replaced years ago with contacts.

In the kitchen her friend, and roommate, Sarah was eating a bagel and listening to her iPod on headphones, like usual. Sarah looked up when she entered, her blue eyes flashing with glee, and excitedly turned off the music and held out a small box. Elaine eyed it cautiously.

"It's your early congratulations present!" Sarah said beaming. She tossed her blond curls out of her face in a habitual movement.

Elaine took the box and looked confused. "Congratulations… for what?" She started opening the box even though she was unsure about it.

Sarah laughed and said, "For finishing your thesis… and presenting it today. You've only been working on that around the clock for like ages now." She always seemed to exaggerate stuff that way.

Elaine sighed and nodded solemnly. "It's not over yet." Then she pulled the small mp3 player out of the box. She held it up with a questioning expression. "When will I ever have time to put music on this?"

Sarah groaned at the first comment then chuckled at the second. "It's already filled. I put all my music on it, the stuff I play on the show." Her afternoon job was a show on the local college radio station.

Elaine laughed, and smiled. "Sooo… its popular music and I won't know any of it?"

Sarah nodded once and smiled. "Yep… time for you to have some culture!"

Elaine dropped her head and let her dark hair hide her amused expression. With a completely sarcastic tone she asked, "Culture?"

"Yeah! Just cause its popular doesn't make it bad…" Sarah huffed.

"So says the biology and zoology nerd… who just happens to minor in music theory…" Elaine shot back playfully.

"Just cause I'm smart like you doesn't mean I can't be cool. You should really try it sometime." Sarah shot back. "A group of us is going out to a club tonight before I head out to the airport… You should come with and we can celebrate you being that much closer to your doctorate."

Elaine cringed. The last thing she wanted to do was socialize, and at a club of all places! "No I've got so much work to do. I have that project at the museum to finish for Dr. Kincaid, and Karen and I have to meet to work on our Advanced Physics final."

Sarah made a face. "Not the Arthur Exhibit and Tesla Coil excuse again! You need to socialize!" She walked over to the calendar on the wall and brought it over. It was Sarah's calendar, and had pictures of wolves on it. "Let me talk to you about the grey wolf. The grey wolf is a pack animal…"

"Not this again…" Elaine interjected. "I did study zoology with you for a while… I know about Canis Lupus."

"The grey wolf needs to find a mate, eat, hunt and grunt. The grey wolf needs to participate!" She finished ignoring Elaine's expression.

Elaine rolled her eyes at Sarah and picked up another bagel from the table and moved to get her stuff to leave.

"You're gonna get booted out of the pack, alone. Then get eaten by a hungry bear. Besides, I'm leaving for Africa after the party tonight… Remember my safari!" Sarah begged with a stern look in her eyes.

Elaine looked at her blankly for a moment. "Oh yeah… have a good time and don't get eaten by a bear… or a lion in this case! Sorry I can't see you off, but I need to work on that exhibit… or no doctorate." She said when her friend looked sad. "Thanks for that pep talk…." Elaine laughed sarcastically said then hugged her and headed out the door.

Meanwhile, across town a certain urn started shaking on its own, much to the astonishment and fear of the people that had purchased it from a flea market years ago.

The day had gone as well as she had expected. Elaine had presented part of her thesis and Dr. Kincaid had loved it. The other students seemed to be either bored by it, or very skeptical.

After stopping by the museum to work on the Arthur exhibit for a couple of hours, Elaine went to meet Karen to work on their Tesla Coil project. Their lab was an old Subway turnaround that had been closed many years ago. Karen greeted her cheerfully when she entered the large underground room.

"How did your Archeology presentation go?" Karen asked as Elaine started setting up the Tesla Coils for another test.

"Dr. Kincaid loved it. The class was mostly snoring." Elaine answered with a sigh.

Karen laughed richly and flashed her bright smile at Elaine. "Of course Dr. Kincaid liked it! You're his star pupil."

Elaine shrugged and kept working on the wires. "You make that sound like a bad thing."

Karen made a snorting laugh and moved to help. "It could be taken as a bad thing by certain people…"

Elaine rolled her eyes at that. "Oh right! Just because a teacher takes an academic interest in a student doesn't mean that there's something else going on. He's like twice my age!"

Karen nodded with understanding but still egged her friend on a bit. "I know that… but will everyone else?"

"Whatever!" Elaine said, finally catching on that her friend was making a joke out of the whole conversation. "Let's finish getting this thing hooked up and try to make some plasma!"


	5. Chapter 4: The Return

Much later that night, back at home, Elaine went to the fridge for a soda. She looked up at the door to the freezer on top as she took a drink from her soda. What she saw made her blink in surprise. One of her reports from junior high was attached there. It was a report on the life of Napoleon. The B- grade was circled.

"What in the world…?" Elaine couldn't figure out where it had come from.

"I thought a B- minus was generous." A deep voice spoke from the shadows behind her.

Elaine turned to find Horvath standing there eyeing her with hatred.

"I was just released from a 15 year sentence during which my only reading material was your so-called report on '_The Life of Napoleon Bonaparte'_. Your analysis was obvious, your prose weak." Horvath commented with disdain.

"I was 12!" Elaine reminded him with a dumbfounded expression.

"I knew the man. You missed his essence completely." Horvath explained before turning his attention back to the task at hand. "I've just lost fifteen years because of you, so you'll forgive me if I'm a bit hasty at getting to my point. Be a good girl and hand over the Grimhold so I don't have to kill you."

Elaine blinked in shock. "I don't have it…" She muttered in fear.

Horvath sneered at her and advanced a few steps threateningly. "Then where is it! Don't waste my time girl!"

"I don't know… I…. it was a long time ago…. I… threw it in the street!" Elaine stuttered as she backed up in a panic.

"I don't believe you!" Horvath roared. He noticed a knife lying on the table and picked it up. "I'll cut the truth out of you!" He started towards her with murderous intent on his face.

She fled the apartment in utter terror at his advance. With a grin he glanced down at the wolf calendar. He waved a finger at the calendar and the wolves came alive.

"Get her!" Horvath ordered his minions. The wolves instantly began pursuing Elaine.

Elaine ran for the stairs. Halfway down, she heard dog-like noises behind her. She turned to see three large wolves coming after her. "Wolves!" She yelped and ran down the stairs faster. She headed for the front door of the apartment building, shutting it firmly behind her.

She ran down the sidewalk a bit, trying to put some distance between her and her pursuers. She looked back and was dismayed to see someone opening the door to the building, letting the wolves spill out.

In blind panic she sprinted toward the MTA line, the elevated public transport train that she took to school every day. She went through the revolving gate and was glad to see the wolves not able to follow her that way.

The train lines were empty so Elaine hid just under the platform, almost sitting on one the train lines. She hoped that the smell of the train and oils would throw off the wolves. Her hopes were dashed when she heard growling from the opposite platform. One of the wolves had spotted her and was alerting Horvath and the others. Elaine got up and started running as fast as she could away from them, down the train line.

"Kill her!" Horvath ordered the wolves who promptly took chase after Elaine.

Elaine turned to see the wolves leaping at her and raised her arms in a vain attempt to stave them off. She tripped and fell backwards, landing hard on her back. The wolves landed on top of her, as puppies!

"Puppies?" She muttered in confusion before seeing a giant metal eagle fly over her head and land nearby.

"Elaine!" Balthazar yelled from the eagle. He and Horvath hadn't aged at all in these 15 years Elaine realized. "Where's the Grimhold?"

Elaine sighed and shook her head in annoyance. "I don't have it!" She yelled back before seeing Horvath get up from where the eagle had knocked him down. His cane was raised and the gem on top glowing brightly.

"Him!" She yelled pointed at Horvath.

Balthazar threw a temporal-displacement spell at Horvath, slowing him down to one-twentieth of his normal speed. Then he turned his attention back to Elaine. "Get on!" He yelled, holding his hand out for her.

"I'm afraid of flying on _planes_!" Elaine protested with emphasis.

"Well it's your lucky day. I brought an eagle!" Balthazar answered with a wry smile. He motioned with his outstretched hand for her to hurry to him.

Elaine shrugged and ran to him. She took his hand and climbed up behind him. She held on tightly, hiding her face in the back of his duster. She felt him chuckle at her, but ignored him for the moment.

A few minutes later they were landing on the sixty-first floor of the Chrysler Building. Balthazar dismounted gracefully to the observation deck. He walked over to the head of the steel eagle and started petting the beak.

Elaine was much less graceful. She jumped down and stumbled upon landing. With legs that felt like rubber she walked over to the railing and leaned against it.

"Oh… gods… this is not happening… this is not happening…." She mumbled weakly as she took in deep breaths. After a taking a few moments to slow her heart rate back to normal Elaine turned to glare at Balthazar.

At that moment he was struck by two things: she was a woman now, beautiful with long dark auburn hair and smoldering eyes, and that she had a resemblance to Veronica. It was only slight in body, but the resemblance was strong in soul.

"Why are you here? Why are you doing this to me? I just want to live a normal life. This is NOT happening!" She groaned as the eagle settled back into the architecture, but her expression didn't change.

Balthazar nodded. Yes… she was very similar to Veronica in spirit and soul. He sighed once and started to attempt to persuade her. "That doll happens to hold the greatest evil that man has ever known. It's called a Grimhold. It's a prison for the most dangerous Morganians, each one locked up in a layer of the doll. Horvath wants to free his fellow Morganians." Balthazar explained.

"This… Can. Not. Happen!" He emphasized each word. "We've got to find it before Horvath does."

Elaine gave him a look that would make a lesser man flinch. "_We_?"

"You have a great destiny Elaine. You could be a very powerful force for good. A powerful sorcerer!" He said with true hope in his voice.

"You're not doing this to me… Not again! Do you have any idea what my life has been like for the past 15 years?" Elaine cried out in frustration.

Balthazar leaned back against the building and shrugged. "I've been in an urn for the last 15 years." He pointed out.

"So have I… a figurative urn, of shame!" Elaine retorted. She realized that it really wasn't a good answer and didn't make much sense, but she held her ground. "Did you know that in some areas of the Pacific Northwest they call having a total nervous break-down '_pulling an Elaine Stutler'_? Did you know that?"

Balthazar shook his head. "I did not. But, the truth is, you have a very special gift. You have to see that, and believe in it!"

"I don't care!" Elaine answered harshly. "I just want to forget about that day at Arcana Cabana. Forget about magic. Forget it all!"

"You should duck." Was all that Balthazar said in response.

Elaine looked around in confusion before seeing an object come flying at her head. At the last second she managed to duck to the ground, as it narrowly avoided hitting her. It was her dresser, from her apartment.

"You want to forget about magic?" Balthazar questioned as he walked over to the dresser and opened up the top drawer. He dug through her socks and pulled out the dragon ring. "Then let me ask you this: Why'd you keep the ring?"

Elaine didn't really have a good answer to that. She shuffled her feet for a moment, trying to think of something to say. Finally she responded with, "I was going to sell that… on eBay… I just…" She trailed off at the end , knowing that it sounded pathetic.

"You're still a bad liar Elaine. I really like that about you. " Balthazar pointed out. He watched Elaine's expression close up in defiance. "Okay then, listen to this… You're the last person that Horvath saw with the Grimhold. That's not the kind of thing that he just forgets. So unless you want him to turn you into a pig that just _loves_ science, you better help me find the Grimhold, before he does." He explained plainly.

"This is crazy!" Elaine said, feeling scared and skeptical.

"Help me get the Grimhold back you can go back to your life… no strings attached. You can just walk away." Balthazar offered as a deal.

Elaine nodded an agreement to that. She realized that he was right, and she wouldn't be able to have a normal life until Horvath got what he wanted, or disappeared.

Balthazar nodded and offered his hand out. They shook on the deal. Then he climbed up onto the neck of the eagle statue and hold out his arms, summoning his tracking spell.

"What are you doing now?" Elaine asked with exasperation as she watched his theatrics. Suddenly she noticed a spot above the city skyline form a sudden rain storm.

"Looks like downtown…" Balthazar muttered to himself as he watched the spell take form.

"What is that?" Elaine questioned with a wave at the cloud.

"Grimhold tracking device," Balthazar explained. "Biometric-pressure spell disrupts the atmosphere directly above it."

Elaine just shook her head in weary amusement. She watched Balthazar jump back to the observation platform and head for the stairs. With a grimace she looked over at her dresser. "Um, you'll put my dresser back, right?" She asked hopefully.

Balthazar just shrugged and opened the door to the stairwell. He was glad that she was following him for now. He knew that she would live up to her potential, he just had to push her along subtly. For the moment they had to retrieve the Grimhold, and for that they needed transportation.


	6. Chapter 5: Lesson One

Maxim Horvath stood across the street from the building that used to be Arcana Cabana. The place was now a cellular phone sales establishment. His frustration was evident as he scanned the building and the rest of the small street.

He closed his eyes and repeated something that Elaine had said, "_I threw it in the street…_" Her voice seemed to come out of his mouth as he cast a spell of remembrance on the surroundings. Everything had a memory, because the only thing memories truly are is energy.

In a rush of phantom images, that only Horvath could see, the past came to him. He saw Elaine running from the store, and throwing the Grimhold away from her and into the gutter on the other side of the street. Then he saw her leave with her tour group. "But where is it now?" He questioned the air as the spell continued.

Finally he witnessed that which he had been searching for. In the memory a Chinese gentleman picked up the doll, placed it in his bag and walked away.

Suddenly a bright light and honking noise brought Horvath out of the spell. He looked to see an angry man in a nice BMW glaring at him.

"Hey Freak! Get out of the way! I need to park there!" The man yelled at Horvath.

"Are you addressing me?" Horvath said with disdain. The man flipped him off in response. Horvath opened his coat and magically threw a knife through the windshield of the BMW, instantly killing the driver.

"Now where was I?" Horvath mused as he settled his coat back into place. "Ah yes… China Town!" He said calmly before walking away. He didn't even give the car, or its deceased occupant, a second glance. 

Balthazar led Elaine to the subway. In silence they rode to the police impound. Balthazar was busy contemplating a possibility that had taken hold in his mind on the trip, and Elaine was lost deep in thought as well.

Once they were at the impound Balthazar started to get impatient. They followed the attendant through the maze of vehicles to a covered area.

"We need to hurry," Balthazar whispered to Elaine. "If I can track the Grimhold, then Horvath might be able to as well."

Elaine nodded. "Why didn't we just take the eagle?" We whispered back in response.

"A little high profile for downtown, don't you think?" Balthazar shot back with a raised eyebrow.

Elaine just shrugged. She was curious to find out what type of car Balthazar drove. She had to take a moment to separate fiction from reality as she thought about some books that she had read. In the book series, magic didn't work well with technology. So, the main character drove an old beetle with very little in the way of modern computerized parts. She hoped that kind of thing was just fiction, because she didn't want to destroy her electronic equipment.

Finally the attendant stopped them in front of Balthazar's car. Elaine almost stopped breathing for a moment as she saw what it was.

The car was a perfect 1935 Rolls-Royce Phantom. It was dusty from sitting for 15 years, but that didn't diminish the beauty of the vehicle in front of them that much. Elaine knew that it was one of the most luxurious cars ever made.

Of course the only reason Elaine knew anything about cars was from a date she had been on once. The guy had been a car fanatic, and went on about them the entire dinner. He had also talked a lot about a show that he loved called "Top Gear". Elaine never saw him again, but her curiosity had been piqued and she had checked out the show. It was a British car show, and very amusing. She had learned a lot just from watching it, but had also gotten a laugh from every episode.

"This is low profile?" She questioned Balthazar as he walked over to the car and lovingly placed a hand on the door.

"I'll call for a tow." The attendant said from behind them.

Balthazar looked to the attendant and smiled. "That won't be necessary."

"The car's been sitting for 15 years." The clerk said with a laugh and started to turn away to make the call.

Balthazar got in the car and waved a hand at the dash. With a loud roar the car came to life. "She missed me." Balthazar said with affection.

The attendant looked at the car in surprise for a moment before shrugging. Then he walked away, muttering about miracles happening from time to time.

Elaine got in the car and got comfortable. She was amused by Balthazar's happiness at being in his car again.

They drove out of the lot and into onto the street. Balthazar savored the moment that he was able to floor the accelerator. As they drove the dust magically swept away from the vehicle.

After a few minutes of silence he spoke. "I'm going to give you the basics. Strictly Sorcery 101."He explained to Elaine. "First, put on the ring."

Elaine hesitated, remembering that wearing it had caused the Grimhold to burst out of a wall 15 years ago.

"Nothing's going to happen," Balthazar said calmly. But, when Elaine slipped it on Balthazar swerved the car violently. "Kidding." He laughed.

Elaine rolled her eyes after the initial panic had subsided.

"Sorcery is the ability to manipulate matter and energy on a molecular level." Balthazar started lecturing as they drove.

"Really?" Elaine questioned, sounding skeptical.

"Ever heard how people only use ten percent of their brains?" Balthazar asked. He continued once he saw Elaine nod. "Sorcerers are able to manipulate matter because they're born with the capability to use a hundred percent of their brains. Which explains why all the sciences come so easily to you."

"So wait, is sorcery science or magic?" Elaine asked, genuinely confused.

"_Yes_, and _yes_." Balthazar answered without hesitation.

They were stopped at a particularly long light so Balthazar decided to try a demonstration. "For now, all you need is a basic combat spell: Making fire."

Balthazar almost laughed at Elaine's expression. She was looking at him like he had sprouted a second head. He decided to continue down the scientific route to explain things to her.

"What causes molecules to heat up?" He asked.

"They vibrate," came her immediate response.

Balthazar nodded and turned his attention to a meter maid who was placing a ticket under the windshield wiper of a car parked nearby.

"Step one, clear your mind. Step two, see the molecules. Step three, make them vibrate." Balthazar stared intently at the parking ticket and within seconds it burst into flame, causing the meter maid to panic and try to fan it out. "Got it?"

"No! I definitely don't '_got it'_!" Elaine stated in disbelief.

"Trust the ring." Balthazar said by way of response. "Oh, and keep things subtle. Civilians can't know magic exists. That would be… complicated." He added once they were on the move again.

In a few minutes they were in China Town, and Balthazar had to concentrate on the road. A festival was in progress and the streets were packed. Balthazar parked the car and placed a protective spell over it. Anyone trying to break into it would get a small electric shock.

They continued the rest of the way on foot, weaving through the crowd. A parade was taking up the middle of the street, with a paper dragon being carried around and dancing to the rhythm of live drum music.

They looked up to see the cloud hanging over the top of an acupuncturist's shop. They had found were the Grimhold was.

"Wait here, and keep an eye out for Horvath," Balthazar instructed Elaine as he waved a finger at the cloud dispersing it. He saw Elaine nod hesitantly and smiled at her. "You'll be fine." He said with some caring in his tone before heading inside.


	7. Chapter 6: Dragon Fire

Balthazar entered the shop cautiously. He didn't see the Grimhold right away, but then again he hadn't been expecting to. It might even be disguised, though he hoped not. A disguise over it would mean that he was dealing with another sorcerer, possibly even Horvath. He held his hand out over various objects in the shop, feeling for the energy of the Grimhold.

An old Chinese woman entered the shop a minute later. "Can I help you?" she asked kindly.

Balthazar laughed gently. "Well you see, this is going to sound strange. I'm looking for a nesting doll, about so high…" he explained, holding his hands about a foot apart. "Angry looking Chinese gentleman on the front."

"Nesting doll... Maybe. I collect so many interesting things." She said as she started looking around the shop intently.

Something struck Balthazar as wrong about the whole situation. With a smile he decided to try something.

"_You hair is very beautiful_." Balthazar complimented in Chinese.

She turned to him with a broad smile. "Ah, you speak Mandarin?"

Balthazar leaned back a little, crossing his arms. He seemed about to reply in Chinese again, but then he suddenly moved into action, blasting her against the door to the shop.

"That was Cantonese, Horvath." Balthazar said with a mild frown.

The woman transformed into Horvath who glared at Balthazar with hate before answering. "You know, an old associate of mine speaks impeccable Cantonese."

Balthazar sensed the Morganian appearing behind him as a swarm of butterflies converged into a human figure. The man wearing a very wide leather belt with a dragon on it, and a draped sarong made of leather as well. His hair was shaved, except for ponytail that came from the very top. His fingers were tipped with metal claws, and he had metal points on the tips of his ears.

"Sun-Lok. You remember him?" Horvath said with a wicked grin. He held out the empty shell of Sun-Lok's layer of the Grimhold. "Oops, opened it." Horvath added.

While Horvath had been talking Sun-Lok had gathered all the acupuncture needles in the shop and sent them flying at Balthazar.

Balthazar ducked using his leather duster as a shield. Most of the needles bounced off the coat, which had been magically re-enforced years ago. Some stuck in, but didn't penetrate to the sorcerer underneath. Balthazar returned fire with a plasma bolt that sent Sun-Lok flying out the widow behind him.

Balthazar ran to the window to see Sun-Lok stand up, right next to a stunned Elaine.

Elaine jumped as the strangely dressed Chinese man landed next to her. She looked at him with fear as he straightened himself up and glared around him. His attention focused on her for a second.

"Um… I'm just a bystander…" she muttered in the hopes that he would leave her alone. Her hands were held up in front of her.

Sun-Lok noticed the dragon ring on her hand and gave her an intense glare of hatred.

Balthazar leaned out the window and shouted, "Elaine, you should run." His voice was calm.

Elaine glanced up at him, then back at Sun-Lok. With a nervous laugh she took off, running away from the frightening looking Morganian.

Back inside the shop Balthazar had lost track of Horvath for a second. He noticed a couple of doorways with beaded curtains in the room. One of the curtains was swaying, as though it had been disturbed recently. He started towards it.

Horvath was hiding in the other doorway. He watched as Balthazar seemed to follow his diversion. What he didn't notice was the beads from the curtain near him snake around him neck until the last second. They tightened enough to keep him from moving, but not enough to choke him. He looked back into the room to see Balthazar stand there.

"Nice try," Balthazar said with a smug smile. He reached out a hand and the Grimhold came flying to it from Horvath's coat. With a wink he turned away and jumped out the window.

Meanwhile, Elaine ran like her life depended on it, which she suspected that it did. Balthazar was powerful and if he said to run from this guy she defiantly wouldn't argue with him. She ran into the crowd, coming out in front of the paper dragon dancers.

Sun-Lok saw a good opportunity and took it. He motioned to the dragon on his belt and brought it to life, causing the paper dragon in the street to transform into an actual living, fire-breathing dragon. It was linked to the dragon on his clothing, so he controlled it as it went after Elaine.

Elaine looked behind her as screams erupted from the crowd. She saw the dragon eye her then move forward.

"A dragon? You've got to be kidding me?" She exclaimed as she bolted away from the dragon. She headed towards the buildings lining the street.

Balthazar saw the dragon from the fire escape, and quickly reacted by causing the confetti that was all around to double, making a thick rain of the paper to cover the sight of the dragon. He knew he had to limit the amount of magic that the public saw here today.

Elaine noticed the confetti storm and ignored it as she ran. Whatever helped her escape the dragon was okay with her. Despite the limited visibility she heard the dragon roar from almost directly behind her.

"Oh that's not good…" She muttered and ran to the closest building. She stopped to grab a sword from a vendor cart on the sidewalk. She unsheathed it and tried to attack the dragon, but the sword was cheap and broke against the scales. "Crap!" She said flinging the broken sword away and then fleeing into the building, which appeared to be an apartment complex.

The dragon chased her relentlessly through the hallway of the building, and up the stairs. She ran through the second floor to the window at the end of hallway. The widow was open and she jumped out to the fire escape. She scanned the street but couldn't see anything through the rain of confetti.

"Balthazar!" She called for help, but he didn't show. Sun-Lok appeared on the street in a confetti free area and suddenly the dragon was after her again. She ran up the fire escape, but was dismayed to see the dragon crash out of the window and start climbing the wall to get to her.

She climbed the stairs as fast as she humanly could. When she was a few stories higher than the dragon she tried to use the ring to blast it with fire. Nothing happened.

Balthazar saw this from the street. He cleared the confetti from around himself and yelled out to her, "You skipped the first step… clear your mind!"

"Clear my mind…. Are you crazy?" She yelled back gesturing towards the dragon.

Balthazar thought about that for a moment, then on a whim he held up his fingers to indicate that he was a little crazy.

"A little bit…great… just great." Elaine mumbled to herself as she climbed higher.

The dragon seemed to be slowing down. It looked as though it were having problems getting a claw hold in the wall. Elaine managed to get to the top floor before she tried again.

This time she whispered, "Clear my mind…" as a mantra a few times before feeling it start to work. With a willed thought she set fire to the tail of the dragon. Within moments it was burning up and falling back into the street onto Sun-Lok, causing them both to vanish in a puff of smoke.

Elaine raced back down to Balthazar with excitement. She had done it, and it was the best feeling she had ever felt. She wanted more!

Balthazar turned with a smile. "Good job. Why the sword?" He asked her referring to her attempt to go medieval on the dragon.

"I took fencing in Junior High… I understand a sword better than magic." She answered just as the police arrived on the scene.

Horvath watched from the window of the shop. He was frustrated with the whole situation. When the girl made her way back to Balthazar he sneered at her excited expression. That's when he noticed the ring on her finger.

"It can't be." He whispered. "The Prime Merlinean?" This situation kept getting more and more complicated. He had to find some help, and soon. He waited till Balthazar was done fooling the local police. It was a classic move to use an illusion spell to dissuade the authorities away from a magical scene. Then he left to go find a minion he could use.

After dealing with the police and deterring them from the truth Balthazar lead them back to his car. There he turned to Elaine and held out his hand. "The ring please." At her confused look he added, "I'm a man of my word. You helped me get the Grimhold back, so you're done. You can go back to your normal life now."

Elaine looked thoughtfully at him and then clutched her hand with the ring to her chest. "I think…" she paused and looked pointedly at him, "I'd like to learn more." She finished with a stunning smile.

Balthazar grinned back, a little taken by her smile. "Alright then… We need a place to work."

Elaine thought about it then nodded. "I have a place."

***** Things are going to change from the movie a bit here now… hope you guys are ready for it *****


	8. Chapter 7: You are my Apprentice

They drove to the underground lab that Karen and her were using for their Tesla Coil project. Elaine unlocked the large steel door and led Balthazar down into the cavernous room.

"This was once a subway turn-around. My friend and I use it as our lab because some of our physics experiments are considered a bit dangerous." Elaine explained as they walked down the steps. "Our professor hooked us up with this, so don't talk about it. He has connections."

"Nice," Balthazar commented as he looked around the space. It was perfect for a training area. With magic he cleared the center of the room, moving the Tesla Coils to the side.

"I was kinda working on something…" Elaine tried to protest.

"Elaine, this is more important." Balthazar said in response. Then he remembered something. "Oh yes! I didn't get a chance to give this to you 15 years ago." He said as he took something small out of his pocket. He held out his hand, a tiny book sitting on it. "Your Encantus!"

Elaine looked at the tiny book and blinked in confusion. "I remember it being bigger."

Balthazar nodded with a sly smile. "Pocket edition," his tone was completely serious. Then he started unfolding the book. It got larger each time he unfolded part of it.

Once it was full size again he placed it in Elaine's hands. She grunted when it landed in her arms. The thing was heavy.

"The Encantus is your textbook. It has the art, science and history of sorcery, including our recent history." Balthazar said. He opened it up to show her a page near the end. It had a picture of Elaine in it facing down the dragon.

"Oh…" Elaine grimaced as she looked at the picture. She looked terrified in it, and not at all something she wanted recorded for all time.

"Before we can defeat Horvath, we must first turn you into a sorcerer," Balthazar said as he removed his coat and hat. The Grimhold was placed on the table and then covered with an invisibility spell.

He moved to stand in the center of the room and smiled at Elaine. "Your training begins now. Step back."

Elaine set the Encantus on the table next to some of her books that she had left down here last time her and Karen had been working. They were books for her archeology thesis.

Balthazar waited for her to finish and then looked at her seriously. "Now, please clear your mind. We need to start. Eyes open."

Elaine shrugged and then did as he said, watching what he was doing carefully.

Balthazar raised his hands above his head and then suddenly a ring of green fire erupted around him. Elaine gasped as it did so, and then stared in surprise as it drew circles and lines inside the larger circle on the floor. She watched in amazement as it finished into a symbol that she recognized.

"This is the…" Balthazar started to say, but was interrupted by Elaine adding in "Merlin Circle!"

He nodded to her, impressed that she knew this. "How did you know that?"

She nodded to her table. "I have a few books on Celtic mythology that show that symbol." She didn't add that she had thought it just some old druidic nonsense.

"I see. Well… come into the circle." Balthazar invited her.

Carefully she walked over to him and stood across from him in the innermost circle.

"I am Balthazar Blake, sorcerer of the 777th degree, and you are my apprentice." He said the formal words to her.

Elaine looked at him with big smoldering eyes and simply nodded. "Cool…" she whispered after a moment.

Balthazar then dismissed the flames and sagged a little. It had been an exhausting night. "Do you have somewhere I can stay?" He asked with a tired expression. He had been using a lot of power this evening and that had drained him for the time being.

Elaine nodded and moved to his side in concern. She put his arm over her shoulder and helped him stand back up.

"You're exhausted… I can take us to my apartment. I think Sarah, my roommate, was leaving for her African Safari tonight, so we'll have the place to ourselves for a week or two." She commented as she started moving them towards the stairs.

"That would be good…" Balthazar said, leaning a bit against her.

Elaine just nodded and led them to the car. She locked up the lab behind them. Balthazar stopped her from continuing to the car. He placed a hand against the steel door. Elaine gasped as various runes and symbols appeared for a moment, in green light, before vanishing.

"A few wards that will keep Horvath from finding the Grimhold," He explained before sagging against her once more.

She got them to the car and carefully drove them to her apartment. She was terrified of anything happening to the Rolls Royce. Once back at her apartment she pulled into the underground parking. She parked in Sarah's spot. She remembered something about one of Sarah's friends borrowing the Pinto while she was gone, so the spot was free.

She had to support Balthazar up to her door but he perked up once they were inside. "Horvath was here…" he said as he looked around.

"Oh… yeah… forgot about that. Is it still safe?" She asked as she looked around in worry. If this was where the wolves came from, did they eat her cats? She hoped not!

"It will be." He answered her and then set some kind of ward on the doors and windows. "That should keep him out long enough to give us time to escape if he comes by." With that he collapsed into the nearest chair, not caring that it was a bit hard.

A black and white fluffy cat came bounding out of another room and slammed into his legs. "What the…?" he exclaimed as it jolted him back to being fully awake.

"Zeddicus Zul' Zorander!" Elaine yelled at the black and white blur as it streaked back into the other room again.

"You named your cat after a famous literary wizard? If that's not fate, I don't know what it?" Balthazar said with a laugh of irony. Not too long after that he was lead to the couch where he promptly fell asleep.


	9. Chapter 8: In Dreams

Elaine had a restless night. All the excitement kept her from falling asleep for hours. Once she finally drifted off the dream began.

**She** was riding a horse; Balthazar was next to her on his own steed. He was dressed in a tunic and cloak. She looked down to see that she was wearing a medieval gown and cloak. She also noticed that the dragon ring had been replaced by a large ruby ring studded with diamonds.

They rode to the gates of a city and were forced to leave their horses at the local stable. Like many cities of the day horses were no longer allowed in the streets.

"Are you sure the Morganian is hiding here?" She asked Balthazar as they walked through the city. Her black hair hung in her face. _Black hair? _Elaine questioned as the dream went on. Her hair was deep burgundy, not black. Obviously she was not in her own body.

Balthazar nodded. "Yes, he's here… somewhere." They walked into a square filled with merchants. It was market day in this town. The mood in the square was hectic. People rushing to and fro, trying to get the best deal for the things they wanted and needed.

Elaine felt her attention drawn to a jeweler's stand. A stunning necklace was the center of the display. She admired it's intricate gold work with rubies and pearls inlaid. She felt the longing of the body that she was in. Longing for something normal, and beautiful.

She pushed the hood back from her head and sighed. Balthazar looked from her to the table and back again. "We must go." He said, taking her hand gently. She entwined her fingers with his and gave a soft squeeze of affection.

"Someone is going to buy that, and take it home to his sweetheart. They're going to have dinner and then he's going to surprise her with that. Then they'll embrace, and live a normal happy life." She spoke with a painful wistfulness.

Balthazar raised her hand to his lips. He laid a light kiss on her knuckles. "We will lose the Morganian if we linger here."

It was then that Elaine woke from the dream. She could almost feel the lingering touch on her knuckles. After a while of trying to go back to sleep, she gave up. Her mind was racing.

"Who was that?" She questioned the early morning air. Her other cat, a tiny little black thing with green eyes, came up to her and made a soft meowing noise in response. "That really doesn't help me Isis… I can't speak cat." She laughed. She had to briefly wonder if there was a spell that she could cast to understand animals.

Her eyes scanned her alarm clock. It read 7am, which caused her to groan a bit. She was wide awake, and it was definitely earlier than she wanted to be up. Reluctantly she got out of bed and put a robe on over her tank top and boxer-style shorts. The tank top was black and had orange script that read, _"Look at me still talking when there's science to do."_

As quietly as she could she went out to her computer in the living room. She passed Balthazar, who was sound asleep on the couch. He looked peaceful and Elaine was very careful not to wake him as she turned on her computer. Once the computer was on she put headphones on and did what she usually did when she couldn't sleep. She stared playing a game.

**Late **the next morning Balthazar woke to find his apprentice playing a computer game at a desk in the corner of the living room. He sat up a bit stiffly and walked over to stand behind her. She had headphones on and didn't notice him approach. He watched for a moment as she controlled an elf-looking character on the screen.

Elaine was focused on her Night Elf druid character in World of Warcraft and was listening to the music that Sarah had put on her computer (_which was probably what she had also put on the mp3 player)_ so she didn't notice Balthazar behind her. Suddenly his voice came loud and clear through the headphones, disrupting the music. "You aren't studying your Encantus!"

Elaine took off the headphones in surprise. She looked up in contemplation at Balthazar. "That was kinda neat." She said with a wave of her hand at the headphones. "Can you change the frequency of any device to play your voice?"

"Yes, and you can too, if you study." Balthazar's voice said from the alarm clock that was sitting near the couch. His lips didn't move at all while this happened, except to form a slight smirk.

Elaine looked from the clock to Balthazar. She smiled at the demonstration and then turned back to log off the game. Once done with that she stood up and walked around Balthazar, who still had a slightly stern look on his face, and went to the fridge for a bite to eat. It was nearly noon, and she had forgotten to get herself something for breakfast.

It was too late for breakfast so she decided to make lunch. She felt his eyes on her as she got out some stuff to make a quick pasta dish.

"What?" She asked turning to him with the ingredients in her hands. "It's almost lunch time, and I can't think on an empty stomach, and you should eat something. You've been in an urn for 15 years! I don't imagine that you had food to eat in there."

Balthazar was taken aback by her commanding expression. It made him smile to see that she was concerned about his well being a little. He walked over to the table in the kitchen and sat down with a solemn expression. "Yes, indeed. Food before training would be nice…. Thank you."

Elaine grinned and went about making a quick pesto pasta with lots of chicken in it. She figured 15 years without eating might make him crave protein. She knew that's what she would be craving. She cooked the pasta and mixed it with some pesto sauce, leftover grilled chicken, and cheese. She dished it out on two plates, giving him twice the amount she gave herself.

Balthazar tried a bite once it was placed in front of him. He grinned at the simple, but good, taste. With gusto he dug into the plate of pasta. She was watching him eat with a sly smile on her face.

"What?" He questioned in between bites. "You said it yourself, I haven't eaten in 15 years, and this is very good."

She flushed red for a moment and muttered, "Thanks. It isn't anything special…"

"It's food, and it tastes good. That's all that matters to me," He said with a grin.

A few minutes of silence followed, in which Balthazar noticed Elaine throwing him a contemplative glance every so often. He finished his food and waited for her to eat the last few bites of hers before he address whatever was on her mind.

"What is it Elaine?" He asked as she cleared the table.

Elaine put the plates in the sink before answering. She sat down and looked at him intently. "I had a dream last night, and you were in it."

Balthazar nodded in understanding. "That's not surprising. You just went through something life changing because of me."

She shook her head. "No, that's not it… I dreamt of you in the medieval times. I was there, but it wasn't me. It was someone like me, but there were differences. You were chasing a Morganian, and came to a town with a market in it. There was a necklace, and the dream me wanted it."

Balthazar had to struggle to keep a hold on his composure. She had dreamt of Veronica and him, with her in the body of Veronica! That made him consider a possibility that had been floating around in his brain since he had first met her. What if she was Veronica re-incarnated! The idea wasn't that far-fetched. The soul of a sorcerer was always reborn, because there were so few souls with the right energy to be a magic user.

"Sounds like an interesting dream." Balthazar said with evasion. "You are a very creative person," he said as he pulled out a folded piece of paper from his pocket. It was creased with age. He unfolded it and held it up for her to see. "You drew this 15 years ago. Is this the person you were in the dream?"

Elaine was shocked to see the drawing that had led her to Arcana Cabana. It also surprised her to see that he was right. The person she had been in the dream was the sorceress that she had designed all those years ago.

"Yes… That's her. You had it all this time?" She looked at the drawing as she spoke.

"It got pulled into the urn with Horvath and I." He said as he folded the drawing back up and placed it back in his pocket. He had been right. The drawing was Veronica. He had recognized her the first time he had looked at it, even though it was a stylized version of her. Almost like a comic book drawing.

"It makes sense that seeing me again would bring up a creative side of your brain from the past. We make all sorts of strange associations with events, and people." He explained. He didn't want to say anything about his suspicion until he had time to look-up, (and perform), a spell to see if he was indeed correct. Even if he was right, he wasn't sure he could explain it to her.

He stood up and looked down at her with authority. "For now, forget the dream. We have training to do. Hurry up and get ready, we need to go back to your lab."


	10. Chapter 9: Weapon of Choice

Once they were back at the lab Balthazar wasted no time getting down to business. He had Elaine stand in the center of the circle while he walked around it, lecturing her.

"That ring on your finger is not just a piece of jewelry," he explained. "It projects the electrical energy of your nervous system into the physical world. Without his ring a sorcerer is powerless."

"So I shouldn't lose it," Elaine commented as she stared at the dragon ring intently for a moment.

Balthazar sighed and nodded. He reached into his coat, which was still lying across a chair near the table, and pulled out a pair of shoes. He tossed them to Elaine who almost didn't catch them. "The only other thing a sorcerer needs is a nice pair of pointy shoes."

Elaine looked down at her Converse sneakers and gave Balthazar a questioning glance. "What's wrong with these?"

"The rubber soles block the current," he said to her question. "Plus, it helps to look classy."

Elaine examined the shoes in her hands. They were wing tipped shoes that looked like 1930's mobster footwear. "Honestly I'd rather wear a pair of five inch spiked heels!" Elaine commented.

Balthazar had to try really hard not to let that image ruin his stern expression. Let's just say that the picture in his mind was defiantly an appealing one.

"Besides, these are old person shoes!" Elaine added with distain.

"Excuse me?" Balthazar said, clearing his throat ominously.

Elaine looked at Balthazar and noticed that he was wearing almost identical shoes to the ones she was now holding. The only difference was the shoe size and width. With an audible swallow she added hastily, "I love them."

**Horvath **found just the man he had been looking for. There was always a list keeper, for each generation. Actually it was more like two, one for Morganians and one for Merlineans. They were a normal vanilla mortal that had a list of every living Morganian, or Merlinean, sorcerer alive and practicing.

Horvath had located the Morganian list keeper. It was pure luck that the guy worked in New York. He approached the dingy food truck with a sneer. Surely the list keeper could do better than this for a job. This man's father had been in the mob before Horvath had been imprisoned in the Grimhold.

The older cook, Candelario, was manning the grill. He had just put two fresh burger patties down, when he noticed something very odd. The raw patties had a symbol burned into them, a Morganian pentacle.

He looked up from the grill to see Horvath standing outside the food truck, staring intently at him. He motioned to his boss that he needed a break, and got out of the truck. He walked over to where Horvath was standing in the shadows.

"I haven't seen that cane since I was a boy. My father showed it to me in the book. You've been locked up a long time." He said as he faced the sorcerer.

"Yes. Now I'm out, and I need soldiers. Your father was the list keeper, so I assume it was passed on to you." Horvath sneered.

"Yeah, that's me..." Candelario said with false enthusiasm. He seemed to think about the request for a moment before answering. "I got one kid. He's not old school, but he might be all you've got."

This was not what Horvath had been hoping for. "Just give me the information," he commanded. This was defiantly not his day.

**Balthazar **stood across from Elaine in the circle. They had been going over the basic rules of sorcery for the past few hours. He figured it was about time to start teaching her some spells. He made a duffle bag appear out of thin air.

"Open that," he instructed Elaine.

Elaine walked over to it and opened up the bag. Inside was a full set of Catchers baseball protection. "Um, I'm not really into sports." Her voice was hesitant as she pulled out the equipment.

"It's not for sports, it's for safety," Balthazar said with a wink.

"Oh boy…" she muttered as she started putting on the equipment. Once she was done she went back to stand across from Balthazar.

"Remember, your cleverness, ingenuity, and heart will always give you an advantage over Morganians," he told her seriously. "They rely too much on the power of their magic and not enough on the strength of their character."

"Fire is a powerful tool for a sorcerer, which you have already seen. But when your back is up against a wall, and you need to bring out the big guns, there's only one weapon of choice. A plasma bolt."

Balthazar held out his hands. Suddenly the space between them began to glow. Electrons swirled around into a sphere of hyper-charged matter which he turned and hurled at the wall behind him. This left an impressive scorch mark.

Elaine laughed when she realized that she and Karen had spent the better part of a year trying to make plasma from the Tesla Coils, and here she was learning to make it from scratch with her bare hands.

She focused her will on the electrons in the air and around her hands. She cleared her mind and tried to pull them together into a ball. Unfortunately Balthazar had made it look a lot easier than it was. She got nothing the first twenty some-odd times. Then finally she got one, but it was so small it fizzled into nothing the second she lost her focus. Again and again she got small ones that died before she could throw them.

Balthazar watched from time to time. He wasn't surprised that she hadn't successfully managed it yet. The spell had taken him a least a week to learn. He was greatly impressed that she was doing as well as she was.

"Keep trying," he ordered before sticking his nose back into the Encantus. He was researching the spell to access the soul of another human being. A spell that would let him "_read_" her soul, and see if he was correct.

It was called "_True Sight_" and would allow him to see the truth of anyone's soul. To see who and what they truly were inside. A very powerful spell, because once seen, it could never be unseen. Also it would allow the target a glimpse inside the soul of the sorcerer. Very dangerous indeed.

He had to stop in surprise as a rather large plasma bolt went flying right past him, missing his head by mere inches. He looked over the rim of his reading spectacles to give Elaine a look or reproach.

"Try again, and aim a little better next time." Then he resumed his research.

"Yes boss…" she mumbled back to sarcastically. She had actually been rather impressed with the size of that last bolt, but apparently her aim lacked a certain something. Diligently she tried again, and again, for the next hour.

Finally she felt that she had it figured out, mostly. Her aim still needed a bit of work, but the plasma ball was almost always the same size now. Exhausted, she walked over to the chair and flopped down. Idly she looked at the clock on the wall. It read six in the evening.

"Oh shit!" she exclaimed, throwing off the baseball gear.

Balthazar looked up at her from the chair he was in. His face had a trace of mild surprise at her sudden reaction. "What?" he asked calmly.

"You have to get out of here. Karen is probably on her way so we can work on the coils. I can't believe I forgot!" Elaine said as she scrambled around, trying to get the coils back into place.

Balthazar frowned as she worked. He needed her to focus on training, and not get distracted right now. She was really starting to make some progress. He stood up and moved to stand in her way. She glared at him as he got between her and the final piece of equipment.

"You can't get distracted," he said with that authoritative calm voice that he sometimes had.

"Balthazar this is school work. It's as important as sorcery." She said just as her friend unlocked the door and started down the stairs.

"Elaine? Where were you today?" Karen asked as she came down into the lab. She had her backpack on and was watching her steps on the old stairs. When she looked up and saw Balthazar she paused midstride.

"Oh Elaine, I didn't realize I would have to share your time today?" Balthazar said with disappointment. "I thought we had plans."

Elaine rolled her eyes at Balthazar and turned her attention to her friend. "Karen, this is…" She paused not sure how to describe Balthazar.

"Balthazar Blake. I'm the new partner to Elaine at the museum. Working on the…" he said leaving the rest up to Elaine.

"The Arthur project, yeah. Balthazar is a guest archeologist." She said quickly. She knew that she was bad at lying, but with Balthazar's help she knew it didn't sound as lame as it normally would have.

"I see…" Karen said skeptically.

"Balthazar, we have plans for later. Right now I have to work on my physics project." Elaine said with a strained grin.

"It's okay. I have some errands to run. See you later then," Balthazar said before heading out.

Karen turned to Elaine once Balthazar was gone. "He's cute for an older guy. So you're working on the project _together_?" She asked her friend with a pointed look.

Elaine shrugged. She certainly wasn't completely against the idea, but she'd have to see what happened. Not that she was sure it would work between them. He drove her crazy already!

"Let's get to work," she answered, avoiding the issue.

"Sure thing!" Karen helped her finish setting things up. Once they were done she pulled out a set of portable speakers.

"I'm tired of us not having music in this place," Karen commented as she set them up.

Elaine pulled the mp3 player out of her pack on the table. "We can use mine," she said.

Karen gave her a look of surprise. She had never seen Elaine interested in music. She hadn't suspected that Elaine would even have an mp3 player.

"It was a gift from Sarah," Elaine said in response to Karen's look.

"That makes sense," Karen answered back with a chuckle.

Elaine laughed and hooked the player up. Music filled the cavernous room as they worked. They started the coils and Elaine noticed something amazing as they worked. It was something beautiful that she wanted to share. She was saddened that she didn't have anyone special to share it with.

"I have a date with John. I'll see you tomorrow," Karen said as she got ready to leave a little while later. "Have fun with that cute older guy." She added with a leer before heading out the door.

Elaine considered that she might have been wrong. Maybe she did have someone she could share her discovery with.


	11. Chapter 10: Secrets

Balthazar went to the old shop. He was saddened to see it as a cellular phone store. "What a waste of space…" He muttered as he slipped into the store.

A young man looked up from the counter at Balthazar. He did a double take as he noticed the eclectic way that Balthazar was dressed. With reluctance he smiled.

Balthazar walked calmly up to the counter and put on an overwhelmed expression. "Excuse me, but I need some help. My niece tells me that I should have a cellular phone, but I don't have a clue about them. Can you show me the best models and their features?" He asked as he cast a complex spell.

"Sure thing, follow me," the kid said as he motioned for Balthazar to follow him to a wall of different phones. He didn't notice that when Balthazar seemed to follow him, a second Balthazar still stood at the counter for a moment.

Balthazar watched his illusion trail behind the young man. It was programmed to respond to questions and make comments that would keep the clerk talking.

Quietly he walked behind the counter and headed to the door at the back of the shop. He made his way down to the basement. It was currently being used as a storage room.

Balthazar stooped down in front of a section of the brick wall. He had to move aside an old add sign, to clear the wall space. With a wave of his hand the wall parted to reveal a small hiding place. He reached in and pulled out an old doctor's bag.

He opened up the bag and checked the contents; a rolled parchment, a folded up piece of velvet cloth, and a few other odds and ends.

He pulled out the parchment and unrolled it carefully. It was incredibly old, but his preservation spells seemed to be holding up. It showed a picture that depicted the process for a human fusion spell. The very same spell that Veronica had cast on Morgana, and had ultimately killed her.

He carefully placed the parchment back in the bag. He removed the folded velvet cloth next and opened it up. Inside was the necklace that Elaine had dreamt about. A single tear fell from his eyes to land on the cloth. He hadn't been completely sure if Veronica's soul had died when Morgana had attacked her from within, but now he was almost sure of it. He had only to perform the "True Sight" spell to find out. Part of him didn't want to know.

He wrapped the necklace back up, grabbed the bag, and closed the secret-hole back up. Then he headed back up the stairs. Once back in the store he grinned to see his illusion nodding away at the clerk. He waited till the young man turned his back for a moment then he dispelled the illusion and stepped into its place.

"Yes, I'll take that one," he said pointing to the phone that the clerk had just been showing the illusion.

The clerk smiled and nodded. "Great choice sir!"

Balthazar was led over the counter. Twenty minutes later he walked out of the store, the new owner of a Verizon Android phone. He had plenty of money from years of investing, but he had been forced to give the guy Elaine's address, since he no longer had a home of his own.

He looked at the phone with amusement. He had no clue what to do with it, since he hadn't really been there when the clerk had shown _him_ how it worked. He figured Elaine could explain it, if he really wanted to use the darn thing.

With his new phone and old belongings in tow he headed back to the lab.

**Elaine** had just finished the new program for the coils when Balthazar returned. She looked up from the computer when he entered the lab. She realized that he looked a bit tired, and worried about something.

"Let's get back to work," he ordered as soon as he removed his coat, and set a bag down on the table.

Elaine went to stand in the circle obediently when he pointed her to it. He didn't seem like he wanted to talk about whatever was bothering him, and she wasn't going to push him. He had her practice her fire this time.

"You have the very basics of fire down, now it's time to learn a little more impressive version: The fireball." He walked around her for a moment, gathering fire into his hands.

She noticed that the fire hung suspended in the air, never touching his hands. Her mind whirled with the implications that brought to the world of physics. Apparently magic didn't exactly follow all the laws that she knew of.

Balthazar threw the small fireball at the same wall that he had shot with the plasma bolt. The fire exploded onto the brick, causing a much larger burn mark. "Fire can be manipulated to many different forms and uses."

In demonstration he waved a hand at some candles that were sitting on the table. With a muttered incantation the wicks lit with tiny flames. Then he turned to Elaine and motioned for her to try the fireball.

Elaine managed a tiny flame the size of a walnut the first few times, but she got much better as the evening progressed. After a couple of hours her fireballs could range to any size that she willed. She was starting to get impressed with herself.

"Did you see that one?" She exclaimed after hurtling a fireball the size of a basket ball at the poor scorched wall.

Balthazar nodded. She was doing quite well, so he figured it was time for her to learn some defensive magic. He moved to stand across from her. "You have a good handle on the fireball, now you need to learn to defend against it. Go ahead and throw a fireball at me."

Elaine felt her heart skip a beat. She didn't want to do anything that would hurt him. She really hoped he knew what he was doing. Carefully she formed a softball sized fireball in her hands.

"You sure about this?" She asked.

"Just throw it already," Balthazar said with a roll of his eyes.

Reluctantly Elaine released the fireball, sending it right at him.

"Best way to defend against fire," he said calmly as the fireball flew towards him. "Vacuum sphere." As he spoke he called forth a sphere of air to capture the fireball. It hung suspended in the air for a second, then he moved his hands and it extinguished the fireball.

"Your turn," Balthazar said as he called forth a basketball sized fireball.

"Wait!" Elaine exclaimed in panic. He hadn't even explained the vacuum sphere to her yet.

Balthazar let loose the fireball with a smile. It flew directly at Elaine, leaving her no time to think. Instinctively she reacted, calling up a vacuum sphere of her own. With a stunned look she put the fireball out.

"I can do this!" She said with joy and relief.

"Yes you can. You can do a lot of things you never would have thought possible. Merlin believed that your strength as a person determines your strength as a sorcerer," Balthazar replied with a proud smile.

Elaine examined her weak physique with a frown.

Balthazar walked over and tapped her collarbone, above her heart. "Your strength here."

Elaine smiled and nodded. "That's deep," she commented thoughtfully.

Balthazar just nodded his agreement. "Now, back to plasma bolts."

Elaine sighed with exhaustion. "I have a better idea. How about a break?" She suggested. Without waiting for an answer she walked over to the coils and started moving them back into place.

Balthazar frowned. He wasn't sure what she was up to, but she needed to take training more seriously, and he told her so. "You aren't taking this seriously Elaine."

"Sure I am, but everyone needs a break while working. Plus, I have something I'd like to show you," She said while she worked on getting things hooked up to her safety cage. After a few minutes everything was in place. She glanced up to see Balthazar watching her with a scowl.

"Lighten up boss," She said with a brilliant smile. "Come into my cage." She cringed at the creepy way that last bit had come out.

Balthazar almost lost his composure at that. It was certainly a new line to him. "I don't think anyone has ever said anything like that to me before, and I've lived a very long time," he answered her with a smile.

After a moment he did finally join her in the cage. Shyly she glanced at him before pressing the button to dim the lights. He raised an eyebrow at that, but didn't comment.

"I discovered something very beautiful while working on these tonight. I was thinking of how I didn't really have anyone special to share it with," she explained softly. "Then I realized that you might appreciate what I had found. You like music, don't you?" She finished with a question.

"Of course I do, music is a form of magic all its own." He answered her with interest. He was a bit honored that she wanted to share something with him, something she might have normally shared with someone she considered special to her.

"Then here we go," she said as she typed a command into the computer. The coils fired up, causing huge bolts of electricity to leap back and forth between them and the top of the cage. They made music as they moved, a mix of classical and funky.

"They fire at such a high frequency, that the sparks create sound waves as they move through the air," Elaine explained as Balthazar looked at her questioningly. "Which is totally… nerdy," she admitted with a shy smile.

"It's cool," Balthazar admitted.

Elaine typed in a different code, and the song changed to one that she had been listening to this morning, before Balthazar had woken up. It was a modern song called "_Secrets_" by the group One Republic. Done by the Tesla coils it was impressive, and very beautiful. It made her think of him, and magic.

Balthazar found the song to be very appealing when performed by the coils. He didn't know what the song was, but it was nice. He found himself smiling with enjoyment. Elaine was leaning a bit against his side, since it was a small cage, which made him smile more. With a barely conscious thought he gazed into her eyes, and inadvertently started the "True Sight" spell.

He saw her as she really was. Young and vibrant, with a very insecure side. Her soul reflected that with pictures of the way she saw herself. The pictures were far from true, being not as pretty or smart as she truly was. He looked deeper to see that her soul was her, and Veronica, all at once. An image of the two of them overlaid each other for a second, then combined into the woman that Elaine would become with training and confidence. Balthazar felt he would be honored to know the woman she could be, and vowed he would help her become it.

When he pulled away he was saddened, but excited at the same time. Then he saw that Elaine had seen his soul, just as he knew she would. She had a stunned, almost fearful expression on her face.

"Oh gods…" she muttered before sinking to the floor of the cage. The coils had gone quiet in the time it had taken for the "_True Sight_" to work.

He didn't know what she had seen, but whatever it was had overwhelmed her. He opened the cage, then picked her up and carried her to the nearest chair. He set her down gently and knelt in front of her with concern etched deep into his face.

After a few minutes Elaine looked up into his eyes. She flinched away from them, fearing it would happen again. Gently she felt his hand caress her face, and she braved looking into his eyes once more. Nothing happened, other than her noticing that they were a very nice shade of blue.

"You've lived so long and seen so much. It was a bit overwhelming," she spoke after a few minutes.

Balthazar nodded solemnly. "I am over 1000 years old Elaine, a lot can happen in that much time." His voice was soft as he spoke.

Elaine blinked at the number. He had known he was old, but she hadn't realized the extent of it. She hadn't learned everything about him, just what kind of man he was, and it made her like him just a little more.

"What the hell was that?" She questioned after taking a moment to process everything.

"It's called _True Sight_, it's a spell… a type of soul gaze if you will," he explained.

"Why did it happen?" She asked, hoping she hadn't accidentally done it without realizing it.

Balthazar hesitated before answering, "I cast it. I wanted to know if you were ready for all of this." He hoped that hadn't sounded as weak as it had to him.

Elaine nodded, and looked at him expectantly. "What did you learn?"

Balthazar let out the breath he had been holding. "I learned that you are, and that you have the potential to be truly great," he said with a grin. "For now, though I think it's time for some sleep. You've had a busy day."

Elaine agreed with him, but she couldn't shake the feeling that he wasn't exactly telling her everything. She decided to go with it for now, and was grateful that he was calling it a night. She looked at her watch and grimaced when it read one in the morning. It was much later than she had expected.

They headed back to her place in silence. Both lost in thought. Her mind was wondering about him, and what he was leaving out. His mind was on the fact that she had the soul of his love, but with her own personality infused with it. Somehow that made her that much more interesting to him. Not because of Veronica, but because of _her_!


	12. Chapter 11: Stars and Stones

Horvath arrived at the address Candelario had given him. He took the elevator to the penthouse, but was dismayed once he opened the door. The penthouse was lavish, but decorated in an egotistical manor. Huge, tacky, paintings hung of the man he assumed was the Morganian. He could hear a British voice speaking in the other room.

"I'll pull myself out of a hat, only I'll be a woman, and I want a tiger… leaping out of a leopard. BUT, not out of its mouth. I'm sure that's been done before…." The voice went on but Horvath stopped listening. He sneered at a table full of awards that lined the foyer. They all claimed Drake Stone to be magician of the year, for many years running.

"An entertainer?" Horvath said as if the words left a bad taste in his mouth.

Drake Stone sat in the center of his gothic living room. All around him sat his entourage. He was having one woman take notes as he let the ideas of pure genius flow from his mouth. Another woman was carefully giving him a manicure, with jet black polish. He looked down at his nails and stopped her for a moment.

"Careful now. Keep it straight-up sinister," he instructed her with a charming smile. She flushed a bit and returned her attention to his nails, being even more meticulous than she had been before.

"You have got to be kidding me!" a voice sounded from the entry to the living room. It was not a very friendly voice.

"Who are you?" Drake demanded, rising from his chair. The manicurist stopped as soon as he moved, terrified of messing up the manicure.

Horvath fully entered the living room, taking in the appearance of the affronted Drake Stone. The man was rail thin, with hair bleached blond and spiked up. He had a small, dark, soul patch of facial hair. He was wearing a ridiculous black robe with diamonds studded all over it. Horvath shook his head in disappointment.

"So _this_ is what passes for a Morganian these days?" Horvath exclaimed with venom.

Drake's eyes widened in sudden recognition as he took in the cane and hat. "Maxim Horvath!" He exclaimed. This man was a legend, a true Morganian legend!

"I've heard of you! Who hasn't? You were one smoking bad a…" Drake started with an astonished grin on his face. Horvath silenced him with a raised hand and a blast of energy that blew some flyers off the table.

"Will you excuse us?" Horvath turned to the assistants and glowered. They looked duly panicked, but still turned to Drake for permission to leave.

"Yes, please excuse us," Drake waved the entourage off. "Ladies, Bob…" he added as they filed out of the room.

"Bob?" Horvath acknowledged the only man in the group with a raised eyebrow as he filed past. Once Drake and he were alone he turned his glower at the Morganian.

"So, you're an _entertainer_?" He spoke the last as if it were an appalling word.

Drake mistook the implication behind the question and swelled with pride. "I'm the premiere alt-illusionist in the country," he boasted. "Five sold-out shows at the Garden, plus pay-per-view back end."

Horvath flicked his finger and several of the framed promotional posters on the wall shattered into particles. Then he summoned a wind to carry them out the window. Drake watched this was a mixture of anger, awe and fear on his face.

"Do you think Morgana ever pulled a rabbit out of a hat?" Horvath roared.

"Look, my master disappeared when I was fifteen. Vanished," Drake explained defensively. "Left me with nothing but an Encantus and some prescription-grade abandonment issues. So I improvised." He finished with a wave of his hand.

"Balthazar Blake is back, and he's found the Prime Merlinean," Horvath informed him.

Drake blinked in shock. He turned his full attention to Horvath with a deeply worried expression. He had read enough to be wary of Blake, and most of all the Prime Merlinean. "He wears the ring?"

"She," Horvath corrected him.

"The Prime Merlinean is a girl?" Drake's voice rose with pure surprise. When Horvath nodded he added, "Well, that's a bloody shocker."

"Yes, but it changes nothing. We must get the Grimhold from them, and take out the Prime Merlinean before she can be fully trained," Horvath mused as he walked over to the windows. He gazed out over the city.

After a few moments he turned back to Drake and motioned for him to follow him. "Come, we have work to do."

"Oh?" Drake asked, as he took the robe off and threw a jacket over his stylish black satin shirt. With the fitted pants and boots he was almost ready to go out. He added a scarf last minute, and then he followed Horvath out the door.

"We have to prepare for Morgana's return, and for _The Rising_," Horvath said as they left the penthouse. He rolled his eyes at Drake's appearance.

Drake perked up. "You have the Grimhold?" He asked hopefully.

"No. Blake has it," Horvath answered with hatred. "But, we shall get it back!"

"How?" Drake asked as they got in the elevator. He was mildly curious where they were heading.

"The girl," was all Horvath said in response. If he knew Blake, which he did, then he knew that Balthazar would do anything to keep her safe. It was his chivalrous nature.

**Horvath** and Drake wandered the city a bit before Horvath found just the spot they were looking for. His attention was skyward as he looked at the satellite dishes on the tops of the surrounding buildings. He turned to look down at the park in the center of these buildings. It had a large circular fountain in the middle of it.

"Perfect," he muttered as he looked back up at the satellites.

"This is where it will happen. This is where _The Rising_ will take place," he said to Drake with a smirk. "The satellites will work to project the power as needed…" He turned to make sure Stone was listening. He found Drake standing a little ways off with a crowd around him, clamoring for autographs. He glared daggers at the young entertainer.

"My best of DVD comes out next month…" Drake was saying to his fans as he signed autographs and charmed the crowd. He looked up to see Horvath glaring murderously at him. He swallowed hard at that look and carefully worked his way out of the crowd. Once he was away from them and back beside Horvath he gave a weak grin.

"It's just good for them to see a genuine icon like me…" he explained.

"Shut-up! They'll all be dead in a matter of days!" Horvath snapped. "This is where we will release Morgana."

"But we still need to get the Grimhold…" Drake said with a frown.

"We will. First, we go after the girl!" Horvath commanded with an evil grin.

Drake leaned against the giant metal bull sculpture next to them and shrugged. "How do we do that? Surely it's not going to be that bloody easy."

Horvath slapped a hand against the metal sculpture causing Drake to jump. When he removed his hand a magnet was placed there. It read three letters, **NYU**.

"We wait till she's alone," Horvath informed Drake with a sly grin.


	13. Chapter 12: Bloodlines

**((Sorry this took an extra day for me to get out to you all... Had a busy weekend!))**

Elaine spent the next morning training with Balthazar. They focused most of the time on the spells she had already learned, and improving her mastery over them. Balthazar did teach her one new one, levitation.

"Picture the molecules becoming solid under the chair, then lift them up with your will," he explained with a demonstration of lifting a plastic chair about two feet in the air.

Elaine just shook her head in amazement. She couldn't seem to get over the improbable things that magic seemed to be able to accomplish.

She tried it herself, but could only get the chair to wobble a little. It then crashed to the floor with a loud clatter that resounded in the lab. "Can't I start with something smaller, like a piece of paper?"

"Size isn't really a factor here," Balthazar said as he sipped a cup of tea.

"_Size matters not_," Elaine said with an attempt to mimic Yoda's voice. She smiled when Balthazar made a choking, snorting, noise from behind her.

She tried again, and managed a bit better that time. At least a few inches are better than nothing, she figured.

At around Noon Elaine noticed the time. She stopped in the middle of levitating three chairs, one of which held Balthazar who was reading a book. The chairs dropped to the ground which caused Balthazar to look up in surprise.

"What is it?" Balthazar questioned with a raised eyebrow.

Elaine waved a hand at the clock, and started going for her bag. "I have class in thirty minutes," she said as she pulled the bag on to her shoulders. "I can't miss it again."

"I'm not going to argue that schooling is important, but this is more so at the moment," Balthazar tried to reason with her.

"Maybe to you, but I can't just give up on everything I've been working on for the last term. If I miss more classes, then I'm going to fail them!" Elaine retorted back with a serious demeanor.

Balthazar dipped his head in acknowledgement. She had a point, and it wouldn't hurt for her to take a small break for the time being. "When are your classes going to be over?" he asked her.

"Around 4pm, or so. Sometimes Dr. Kincaid goes a little over, but it shouldn't be too bad if he does," Elaine explained as she started for the stairs.

Balthazar put a hand out to stop her as she went past him. She gave him a questioning look as he reached into his pocket and pulled out a small amulet. It was an amethyst crystal attached to a leather cord. He held it out to her.

"Please, take this. It'll let me know where you are," Balthazar told Elaine as she looked questioningly at the crystal.

"Okay, sure. As long as it's like a GPS tracking device, and not a spy camera," she said, half joking. She didn't really think he'd do something like that.

"A GP-what?"Balthazar asked, honestly confused.

"A tracking device that can pinpoint the location of a transmitter that it's programmed to," Elaine explained with a laugh. She had forgotten that GPS trackers had not been used all that often in the early 1990's.

Balthazar nodded. He understood the principle, if not quite the technology behind it. "It's similar to that, yes."

He dropped the crystal into her hand, and gave her hand a light squeeze as he did so. Elaine felt the thrill of his slight touch in the butterflies that seemed to be inhabiting her stomach for a moment. She tried to make them leave, but she couldn't as Balthazar caught her gaze and held it. He looked very concerned for her. It made her knees weak to know that he cared about her a little, even if it was only concern that she would be alone if Horvath came after her.

Balthazar let go of her hand reluctantly and watched her go up the stairs. When she reached the door at the top he added, "Be careful!"

She flashed him a smile and a nod, then she went about her way. Balthazar sagged back down in the chair with a heavy sigh.

"What am I doing?" he asked himself as he thought about her. "I can't get involved with her. Besides, she'd never have me. I'm way too old for her," he tried to reason with himself, but it was useless. His heart was already well on its way to belonging to his beautiful, smart, apprentice.

**Elaine **got to her class just barely on time. She slipped into her seat next to Karen in their physics class as their professor was just starting his opening statement.

"Just made it," Karen whispered to Elaine with a smile.

Elaine gave a very quiet chuckle and nodded in response to her friend. She opened up a notebook and started idly doodling while she listened to the lecture. It was a review of what they were going to be dealing with on the final.

"So, tell me more about that that new archeologist," Karen said quietly as their professor started up a slide show.

"Balthazar?" Elaine asked. "He's different," she said as her face flushed a little. She was hoping that the low lighting hid the blush. Unfortunately Karen had good eyes.

"Different, huh?" Karen raised an eyebrow at her friend. She knew Elaine well, and had seen her get a serious crush once before. All the same signs were here now. "You like him!" She exclaimed a little too loudly.

The professor turned his attention on them and hushed them with a stern expression. A few other students laughed as he did so.

"Sorry Professor," Elaine said, turning redder. Once his attention was back on the slide show she turned to Karen with a pleading look. "Maybe…" she muttered softly after Karen gave her a look that said she wasn't backing down. Her friend nodded her approval and then focused back on the lecture at hand.

After Physics class Elaine parted ways with Karen. She made a promise to tell her friend more about Balthazar the next time they got together to work on the Tesla coils. Then she made her way over to Archeology class, but noticed a strange looking guy in slightly gothic rock-star style clothing following her. She didn't see him once the class had started, so she didn't think much of it.

She ended up assisting Dr. Kincaid with his lecture, which was on the benefits of different tools for preserving pottery-type artifacts. After class Dr. Kincaid asked her to head to the museum to start working on a particular piece for the Arthur exhibit.

"I'll meet you there in a little while," he told her without waiting for her to reply. Then he locked himself in his office to do whatever it was he needed to take care of.

Elaine checked her watch, and noticed that she had at least thirty minutes before she told Balthazar that she would be done, so she decided to do as her professor asked.

She walked over to the museum, which was part of the campus. On the way she thought she caught glimpses of that same weird looking guy, but she couldn't be sure it was him. She never got more than a slight flash of gothic clothing in the crowds.

At the museum she unlocked the door to the storage and prep room that they were using to work on the exhibit.

"What are you doing?" Balthazar's voice asked her as she entered the room. She turned on the light to find him standing behind her in the doorway.

"I have to work on this for a little while," she explained with a wave of her hand at the tables full of stuff for the exhibit. "I couldn't get out of it!"

"I see," Balthazar said as he walked in and took a look around at the stuff. He was surprised to see references to Merlin, and other people that he had known in their time.

"Merlin?" he questioned with a sly smile.

"Yes, Merlin!" Elaine responded defensively. "I believe he really lived! We're just trying to find a solid way to prove it!"

Balthazar chuckled before answering her. "I believe you Elaine. I was his apprentice," he said truthfully.

"You were _HIS_ apprentice? Merlin's apprentice?" Elaine squeaked out. He had to be joking!

Balthazar just nodded. Then he added, "You have all the proof you need in that ring of yours. That ring belonged to Merlin himself."

Elaine sat down in a nearby chair, because she was afraid her legs were going to give out from all the surprise and shock. She barely noticed when Balthazar rushed to her side in the fear that something was wrong with her.

"Merlin's ring?" she mumbled weakly as she took the ring out of her pocket and stared at it. Her expression was one of awe. "I've spent a good five years of my life trying to find a way to prove he was real, and now here you are telling me that I've inherited his sorcerer's ring?"

"Yes, some part of you must share his bloodline, or else the ring wouldn't have responded to you," Balthazar said as he tentatively placed a hand on her shoulder.

"Oh gods! You're joking me right?" Elaine asked hopefully. "Wait, don't answer that. I can't take any more life-shattering revelations right now."

Luckily she was saved at that moment by her professor entering the room. He looked at her and Balthazar with a cross expression.

"No unauthorized people in here Elaine, you know that!" Dr. Kincaid said in his firm manner.

"I'm sorry, I don't mean to intrude but I needed to bring Elaine the stuff she forgot at home for this exhibit," Balthazar said as he pulled a book and some other items out of his coat's inner pocket. It was some of the stuff she had left at the underground lab.

Elaine was grateful for Balthazar's quick thinking. She took the items and mumbled her thanks. She stood up and decided to do the polite thing by making introductions.

"Dr. Kincaid, this is Balthazar Blake. He's a…" she stopped, once again not sure how to fully introduce him to others.

"Old friend of the family," Balthazar came to the rescue. He had a hand out for the professor to shake.

"Dr. Ethan Kincaid, director of Archeology here at NYU," Dr. Kincaid said primly. "Unique name, Balthazar. One that hasn't been used much since the middle ages."

"Yes, well my family is rather old fashioned," Balthazar said with a smile as he shook hands with the man. He squeezed just a bit tighter than he normally would have in a moment of male pride.

"Really, really old fashioned," Elaine added softly. She moved towards the door, hoping Balthazar would take the hint. When he didn't follow immediately she added, "I'll see you this evening Balthazar."

He shrugged at her and moved to the door. He gave her a winning smile before saying, "It's just as well. I remembered that I have to go pick up your foot cream." He gave her a wicked grin and a wink before heading out the door, leaving Elaine flustered and fuming at that parting bit.  
"My what?" she exclaimed at the retreating figure. He didn't answer her, but just waved as he walked away. She didn't know what had possessed him to lie about something weird like that.

"What a strange fellow," Dr. Kincaid said as he flexed his hand, which was a bit sore from the handshake.

"You have no idea!" Elaine said before getting down to work.


	14. Chapter 13: Prime Merlinean?

After an hour of working nonstop on displays and translating pages of old Gaelic books Elaine needed a break. She headed out into the museum and walked down to the nice public bathrooms, avoiding the much smaller staff restrooms.

When she was washing her hands she heard the door open and someone walk in. She listened to the sound of heels as she turned off the water. Then she looked in the mirror and saw that it was the creepy gothic rock-star looking guy that had been following her during the day. He was tall, with spiked bleached hair.

"Um… this is the women's bathroom. The men's one is down the hall." She said with a cautious smile.

"So you're the one? The Prime Merlinean? You don't look like much…" The guy said with a lightly British sounding accent.

"Excuse me?" Elaine asked turning to eye the other. "I don't know what you're talking about."

"Cool," he said with an evil smile. "That'll make this easier."

He kicked his stylishly booted foot towards the hand dryers on the wall. They all came on with a loud roar of air.

"Can't have anyone hearing your cries," he said with a raised voice.

"Who are you?" Elaine asked, her voice a bit pitched with fear and confusion.

This caught the man off guard. He gave her a look that was stunned. "For real? You don't recognize me?"

Elaine just shrugged. She honestly had no clue who this guy was, but apparently he expected her to know. "No… are you in a band? Like Depeche Mode?" Then she let out a yelp as the guy shoved her against and up the wall. Then she just hung there by magic as he stepped away.

"What do you weigh? Like a buck ten?" He asked idly.

Elaine raised her hands in frustration. "What is this? High school all over again?"

The guy turned to her and frowned. "You really don't know who I am? I'm Drake Stone, the magician!" He snapped his finger and Elaine fell to the ground.

"Um, sorry that doesn't ring a bell," Elaine said after getting up slowly and brushing herself off. She had never been that that interested in stage magic. Given the spells this guy was slinging around, she figured he was more than a mere illusionist.

Drake frowned. He wasn't pleased that she didn't know who he was at all. He was a star!

"Oh well, doesn't matter. Tell you what, let's have some fun. Hit me with your best, your most powerful spell." He said spreading his arms and making himself the best possible target. He sucked in a breath as if bracing himself.

Elaine fumbled for the ring in her pocket and quickly got it on. She tried to do a plasma bolt, but nothing happened. Not that she was very surprised, it was hard to clear her mind in this situation. "Ummm…"

Drake faked being blasted then shrugged. "Just kidding. Not working?" He asked with amusement.

Elaine shook her head and mumbled something about it just not working right at the moment.

Drake sighed and asked, "Have you put on the ring? Yes? Then take off the ring." He started attempting to mess with her head a bit.

Elaine was just about to listen to him then she heard the door open and Horvath walked in.

"Will you shut-up!" He said to Drake as he walked past the other Morganian and stopped in front of Elaine. "Go guard the door!" He added with a glance at Drake.

Drake did as Horvath said with a frown. He was a bit annoyed at having his fun cut short. He gave a final glance at the girl before turning his attention to his post. He thought that it was a shame they had to kill her. She was cute in a geeky sort of way, with her ponytail and short stature. She couldn't be much taller than 5'5" he guessed. With a shrug he turned to the door, a bored expression on his face.

Elaine looked at Horvath with fear before trying to bolt. She felt her body stop and get dragged back to the wall. Horvath stood in front of her, his cane pressed against her neck.

"I'm going to kill you here, in this bathroom. Not a very pleasant fate, but there it is," Horvath stated as he glared at her. Elaine glared right back at him, which gave him pause. The look was eerily similar to one Veronica gave him once. "Where is the Grimhold?"

"I don't have it!" Elaine said honestly. She didn't have it on her.

"Where is she!" Horvath asked again with fury.

Elaine looked at him in confusion for a moment. "She?"

Horvath smiled wickedly. "Ah, he didn't tell you? The truth about who's in the doll?"

Elaine blinked at him before answering. "Um, more Morganians?"

Horvath sighed. "Not just Morganians, but Morgana!" He said with emphasis. "And, Veronica, or at least what' s left of her." He added softly.

Elaine hoped that he was joking. She didn't really know who Veronica was, but the name Morgana made her shiver with fear for a second. "Morgana Le Fay?"

"Yes, Morgana Le Fay," Horvath answered her with a wicked smile. "Tell me… have you ever been in love?" He asked after a moment.

Elaine just gave him a look that said to leave the subject alone.

Horvath smiled wider. "You're in love now, aren't you? No don't answer, I can tell just from your expression. Tell me, what would you do if you lost him?" He had to wonder who she was in love with though.

She gave him a look of pure hatred. A look that spoke volumes to how much she would hurt him if he harmed her love. Which made him flinch back, the look was exactly the one Veronica had given him once when she had chosen Balthazar over him. "You'd be no better than the rest of us!" He snapped at her.

Elaine instinctively re-acted in anger, casting a spell that had been cast on her recently, the "_True Sight"_ spell.

She saw Horvath's soul, and it was a dark angry place. She saw images, like paintings, showing things that mattered to him. There was a painting of the woman that Elaine had been in her dream. In the picture the woman was surrounded by thorns but glowed with power. Another portrait was next to that one. It held a stern looking woman with skulls surrounding her. She looked all powerful, and terrifying. Horvath himself was standing between the two pictures, a hand tied to each one.

Elaine broke the spell before she could go any further. She looked at Horvath with wide eyes.

"It can't be! You can't be her!" He roared in anger after learning that she had the same soul as Veronica. He had also learned that she was in love with Balthazar, and that made him hate her just a bit more. He pressed his cane to her throat violently. "You can't be her, she's in the Grimhold!"

"I don't know what you are talking about!" She spoke with pure panic at his strange statements.

"Shut-up!" Horvath snapped as his anger grew. "No matter. We'll see the truth once I get a hold of the Grimhold. Now where is it!" He demanded.

Elaine gave him a level look. "I don't know." She said averting her eyes at the last second in reflex.

"Oh you really are a bad liar." Horvath grinned.

"I know. I keep telling her that!" Balthazar's voice came from the doorway. Horvath and Elaine looked to see him holding up Drake Stone with magic. "Want your guy back?" He added before sending Drake flying towards the wall near Elaine. Drake hit solidly and slid to the floor in a crumpled heap.

Horvath grabbed Elaine and tried to use her as a shield. "I'll kill her Balthazar, and then you would have lost yet another love."

Balthazar faltered, not wanting anything to happen to Elaine.

Elaine took the moment to clear her head and catch Horvath's hat on fire. He let go of her with a startled noise and grabbed his hat from his head. This gave her a chance to back away from his reach. It also gave Balthazar a chance to cast something on the mirror and grab Horvath.

"The Hungarian mirror trap? I haven't seen that for centuries." Horvath said with contempt.

"Guess I'm just old-fashioned," Balthazar said as he tried to push Horvath into the mirror. Horvath and him wrestled back and forth in front of the mirror for a few minutes, neither of them gaining the upper hand.

Then Elaine noticed that Drake was back up and preparing a plasma blast for Balthazar.

"Balthazar! Look out!" She cried in alarm as the bolt was loosed. Balthazar reacted quickly, getting out of the way. The bolt hit Horvath, sending him into the mirror.

Balthazar then flicked his fingers sending Drake into the nearby stall with a loud crash. Once he was sure that Drake wasn't getting back up he grabbed Elaine's hand and lead her out of the bathroom.

"This is why I wanted to be by your side today Elaine, not just for training." Balthazar explained as he took her to his car. "Aren't you glad I gave you that amulet?"

"Yes I'm glad I have the amulet. Still, how did you know something was wrong?" Elaine wondered out loud.

"The amulet also alerts me to the presence of any Morganians," he explained with a faint grin. It was something he had created for Veronica many years ago.

"That's good," Elaine spoke softly, "but you can't be by my side all the time. I have a real life, and projects that I'm committed to."

"Your destiny is more important than any project." He said as they got into the car.

Elaine wanted to argue, but she was too stressed to think of anything valid to say. She got out her cell phone and called Dr. Kincaid, telling him something had come up and she had to leave. He was angry, but seemed to let it slide.

Once they were back at Elaine's apartment she settled down a little bit. She made sandwiches for them both and they sat across from each other at the kitchen table. Balthazar tore into his heartily, but Elaine just picked at hers a bit.

"Thank you, for saving me, Balthazar." She said after a few minutes of silence. She had a tentative look on her face as Balthazar looked up at her.

His heart ached at that look on her face. He wiped off his hands and took her hand gently in his. "Elaine, I will do whatever I can to keep you safe." He said softly, looking into her eyes.

Elaine squeezed his hand and smiled at him. "I'm glad," she said. They were silent for a few minutes. Finally Elaine got the courage to ask something that had been bothering her since Drake Stone had started the confrontation.

"Now, can you tell me? What's a Prime Merlinean?" She asked with a deadly serious expression on her face.


	15. Chapter 14: The Truth

Balthazar took a deep breath, getting ready to explain everything to her. Then she threw another curve-ball at him, one that hit him hard.

"And who is Veronica?"Elaine added with a weighted stare. She saw him react to the name in an almost physical way, as if someone had slapped him in the face. She nearly regretted bringing it up, but she wanted the truth. _All_ of the truth!

"I don't mean to cause you any pain Balthazar, but I need some answers," she hastily added. She took his hand again and gave it a gentle squeeze. "Horvath said some things that didn't make any sense to me, and I just want to understand."

Balthazar nodded. He could see where she was coming from, but that didn't make this any easier. He took another deep breath and started into his explanation. "Merlin had three apprentices; Myself, Horvath, and Veronica."

"Horvath was a Merlinean once?" Elaine exclaimed, cutting into his explanation.

"Yes, he was. We used to be inseparable, the three of us. Our friendship and trust in each other gave us an advantage over Morganians. Veronica and I worked particularly well together, we had a certain something," Balthazar spoke and his face softened as he talked.

"You fell for her?" Elaine asked, though she was sure she already knew the answer.

"I fell for her," Balthazar confirmed. He was so lost in the past that he missed Elaine's expression. The look in her eyes was disappointed and a little hurt, but she tried not to let the rest of her face show it.

"But, so did Horvath," Balthazar added after a few seconds of silence. "He even asked her to marry him, but she told him no. She didn't tell him why, but Horvath figured it out fast. Veronica was already in love with me, and I was in love with her. Horvath disappeared for a while, saying that he needed time to get over the hurt. Little did we know that he would turn against us and go to aid the most powerful evil mankind has ever seen, Morgana."

Balthazar took a moment to close his eyes in an attempt to stop himself from tearing up. The breaths he took were long and slow. The sensation passed and he continued on with the story.

"Merlin learned of a spell that Morgana was planning on obtaining. It was called "_The Rising_", and would raise the dead to do her biding. But not just any dead," he paused dramatically. "All the dead sorcerers that were like her, evil and drawn to power. Merlin fought her, and failed. Veronica and I raced to his side, but we were too late. Morgana had stabbed Merlin, a fatal wound to the stomach. Just as Veronica and I got there, so did Horvath, who went to Morgana's side, much to our dismay. He grabbed the spell and got away as Veronica and I faced down Morgana."

Elaine listened in silence, intrigued by the story. Inside her heart was on edge, hoping not to break as she listened.

"Veronica was the most powerful of Merlin's apprentices. She cast a spell that defeated Morgana, by trapping Morgana inside her own body. A human-fusion spell." He pulled out the old scroll with the fusion spell on it and showed it to Elaine.

"But, Morgana managed to kill Veronica's soul from inside." This time a tear did make its way down his cheek at he spoke. "She took control of Veronica's body, and I used the Grimhold to contain her." His explanation continued after he wiped the single spot of moisture off his cheek.

"So it's Veronica's body inside there, with Morgana's soul?" Elaine asked.

"Yes," Balthazar answered simply before continuing. "As Merlin lay dying he gave me the task of finding the sorcerer that would inherit his power," he looked pointedly at Elaine before adding the next piece of information. "And his dragon ring. He said the ring would lead me to the only one who would ever be able to truly defeat Morgana, The Prime Merlinean."

"So, I'm supposed to save the _world_! I'm not really sure I'm up for that," Elaine stammered after a moment of shock.

"You're heir to the power of the greatest sorcerer that ever lived Elaine. I believe in you," Balthazar said as he took both her hands in his and caught her eyes.

Elaine gazed back, a bit scared of the conviction that she saw in his blue eyes. "I'd like to help, but I'm just me, nothing special."

"With training you will be," Balthazar dismissed her insecurities with a nod. "I'm going to train you. Then we'll release Morgana from the Grimhold so you can destroy her once and for all. The war will be over and mankind will be safe. That's what I need from you. I'm not asking."

"I'll do my best, but don't be disappointed if you're wrong," Elaine said in a small voice.

"I'm not," Balthazar said as he stood up to move to the door. "Time for more training."

"Wait!" Elaine said from the kitchen table. She hadn't moved when he had. Her face was set with a firm expression that left no room for disagreement. "You haven't answered all of my questions yet, I have one more."

Balthazar walked back over to her and sat down again with a raised eyebrow. "What?"

"Horvath and I accidentally did the whole '_True Sight_' thing, and he said something odd afterwards. What did he mean by '_You can't be her, she's in the Grimhold!_'?" Elaine asked. The look on her face was hungry for him to answer her.

Balthazar thought about avoiding the answer, or lying. But he just couldn't bring himself to do that to her. The truth was hard for anyone to deal with, but a lie would be worse in the long run. He cared too much for her to do that. "He meant that you have Veronica's soul. Some part of you is her, re-incarnated." He spoke softly, trying to make the blow gentler.

Elaine stopped breathing for a second. She thought back to the dream she had, and the idea made some sense, but she didn't want to believe it. Was that why Balthazar seemed to like her? Was that why she liked him? Surely her thoughts and actions were her own. They had to be! Right?

Balthazar saw the thoughts fly across her face and understood what she was scared of. "Breathe Elaine. It's alright. You are your own person, there's no question about that."

His voice pulled her out of her spiraling thoughts with a solid jerk. She took a breath and felt the panic recede a little bit. "I don't understand." She said weakly.

"All sorcerers are reborn into new lives. There are too few souls capable of handling magic. It's not surprising that the Prime Merlinean would have the soul of a strong sorcerer from the past," He spoke calmly as he tried to explain.

"Why not the soul of Merlin then, if I'm supposed to have inherited his power?" Elaine questioned.

Balthazar rubbed his hand through his hair as he thought about that one. It was a good question, now that she mentioned it. "Honestly, I don't know. Magic can be a funny thing. It's hard to say why one soul is reborn when and where it is. Maybe there's a cosmic, life-shattering answer to that, but I'm not wise enough to know it," he spoke with a shrug.

Elaine hung her head, thinking about all that he had told her. Her long burgundy hair was a curtain hiding her from the world, the pressure, and from him for a moment. Her fears that her feelings were not her own had dissipated. She dug deep down into herself and just knew that she truly cared about him of her own accord.

What she wasn't sure of was him. She had been badly hurt once before by a guy who had left her for his old girlfriend. This had been in High School, and she had been scared to get close to someone ever since. She never wanted to feel that hurt again.

"I'm not her Balthazar. You said so yourself, I'm my own person," she said meekly from under that curtain of hair.

It took Balthazar a moment to get the meaning behind what she had said. Once he understood, he hopped to his feet and came to kneel down in front of her. She was scared that he saw only Veronica when he was with her. That was the last thing he saw, and he needed her to know that.

He took both hands and placed them on her cheeks, raising her face to look at his. The dark hair parted, but he had to brush it all away from her face so he could look at her clearly. Her dark eyes were filled with pain that he prayed was not his doing.

"I know Elaine," he whispered as he brought his forehead to rest against hers. He closed his eyes for a moment as he drank in her scent, floral with a sweetness that was probably from her shampoo.

Elaine's eyes widened as he leaned against her a bit. She had to tell the butterflies to leave her stomach once more. But they came back in force when he moved his head slightly and brushed his firm, but gentle lips to hers in a soft kiss.


	16. Chapter 15: It's a date!

Balthazar broke the kiss after only a second. He was glad to see her smiling when he pulled away. He got up one more and held a hand out for her. Tentatively she placed her hand in his and let him pull her up to her feet. With a glance at the clock he made the decision to forgo more training for the night. It was already eight in the evening.

"Would you like to go get some coffee, or something?" He questioned her shyly after a moment. He had the sudden realization that he wanted to take her on a date, so he could get to know her better. The problem was he hadn't dated since the middle ages.

Elaine raised an eyebrow at that. "Balthazar, are you asking me on a date?"

"I suppose I am," he answered with a hesitant laugh.

Elaine laughed heartily. "I would be happy to go get coffee or something with you. Though I'm more a tea person."

Balthazar smiled even more. "Well, being British originally I am more of a 'tea person' as well," he responded back cheerfully.

"Cool. I know just the spot then!" Elaine said with a grin. "Let me go get changed first," she added with a glance down at her worn jeans and t-shirt proclaiming boldly, '_Stand Back, I'm Going to Try Science!'_ with a picture of a stick figure from the web-comic _xkcd_.

Balthazar shrugged as she rushed into her room and closed the door. He thought that she looked just fine, but the opinion of the guy never seemed to matter to women when it came to fashion.

Elaine looked at everything in her closet with dismay. She didn't really have anything that she would consider date-worthy clothing. With a heavy sigh and an internal promise to never do it again she took a peek at the closet of her roommate.

Sarah was a fashionista, and had everything a young single woman could ever dream of wearing for a night out. Luck just happened to have it that Elaine and Sarah were roughly the same size for clothing.

After mulling over the selection for a few minutes Elaine grabbed a dressy top in a blue that made her skin look amazing, and fitted black jeans. She added a pair of heeled leather boots Sarah had bought her for Christmas last year. Then she bolted into the bathroom to do something with her hair and make-up.

Elaine came out about ten minutes later, and Balthazar had to keep his jaw dropping. Her hair was down and fell in long waves down her back. Her make-up was subtle and emphasized the smolder in her eyes. She was wearing a top that fit her well, and showed off her curves without being obvious about it. All in all, she looked amazing.

He looked at his outfit with a shrug and held out an arm for her. She giggled a bit at the old fashioned gesture, but placed her arm in the crook of his anyways.

"So where to?" He asked once they were in the car.

"_Think Coffee_. They have an amazing selection of hand-packed teas, and they're right on campus," Elaine answered once they were moving out of the garage. "I go there a lot with Karen," she added as an afterthought.

Balthazar nodded and headed out to the campus. Once there, they found a parking spot and headed over to the café. Inside the place was packed, but Elaine spotted a table in the corner that was empty and moved to snag it.

"What do you want?" Balthazar asked, eyeing the menu. "I'll get it, so we don't lose the table."

"Chai with milk and honey," Elaine answered automatically. It was what she always ordered.

"Sounds good, maybe I'll try that as well." Balthazar said as he walked over to the counter. He ordered their drinks and grabbed a lemon-poppy seed scone for each of them as well.

While Balthazar was getting the drinks, Karen and her boyfriend John came into the café. They spotted Elaine and came over to the table she was at.

"You here by yourself?" Karen asked with a questioning look. Elaine was dressed up, for once, and that made her wonder what was up.

"No, I'm not," Elaine admitted with a flushed smile.

Karen looked over at the counter and noticed Balthazar. "Oh, I see," she said with a leer. "Going for the older guy, huh?"

John looked to see what Karen was talking about. He saw Balthazar and gave Elaine a raised eyebrow and a frown. "Isn't he a bit old for you?"

_You have no idea, _Elaine thought to herself with a grin. Out loud she said, "What? I'm almost 28. Age really doesn't matter that much anymore, now does it?" She managed to sound affronted without being upset.

Karen came to her rescue. "John, he looks like he's, _maybe_, in his 40's," she said being a bit generous. "Look at your parents! Your mother is at least 20 years younger than your father," she added with smugness.

John had the sense to stop there, though he couldn't help but add in, "Stepmother!"

Karen laughed. "That doesn't matter. What matters is that they like each other, in your parents case they truly love each other. Give Elaine a break!"

At that moment Balthazar returned with the drinks and scones. He placed one of each in front of Elaine and gave the others a charming smile. "Hello. I've met your friend, but who's her date?" He asked politely.

Elaine made introductions, and then waved as Karen and John excused themselves to go off and hang with some of the physics group. Karen did add one thing before they left. "Don't forget that Professor Davis is going to be coming by to see the Tesla Coils tomorrow afternoon at four."

Elaine promised that she wouldn't forget. Then she turned her full attention back to Balthazar.

They had a pleasant evening. The tea was good, and the scones were heavenly. The conversation was light, though Balthazar kept asking questions about her, and her life. He learned that her birthday was in a couple weeks. He sincerely hoped that they would have figured out how to defeat Morgana by then.

He learned all about her, and told her a bit about his life. He didn't want to overwhelm her with the scope of things he'd seen and done, but she kept asking about different periods in time and what he had been doing then. It seemed to delight the historian side of her to learn about the past from someone who had actually lived through it.

By the time they returned home, she had only gotten him up to the 1800's. Elaine was determined to learn more about his strange life in the future.

"I had a good time," she whispered to him before she closed the bedroom door.

Balthazar went to the couch and lay down to sleep, the smile never leaving his face.

**The **next day they headed to the lab in the late morning. Elaine worked on her spells while Balthazar looked up information for her about the Prime Merlinean.

After a few hours of her varying her practice between plasma bolts, fire, levitation and a new shielding spell, Elaine was exhausted. She sat down with her head on her arms which were resting on her knees. "So how will I know when I'm it? The Prime Merlinean?" She asked in between deep breaths.

"_The Prime Merlinean becomes so powerful within, they no longer need the ring to cast magic_." Balthazar read out loud for her from the Encantus. "When you can do that, you'll be ready to take on Morgana," Balthazar said as he took out the human fusion scroll and studied it.

Elaine came over to stand behind him. She looked over his shoulder for a moment thoughtfully. Then she heard a soft cooing meow from under the table. She looked down to see her cat Zeddicus sitting there looking at her. It was the calmest she had ever seen the young cat.

"Um, why is Zedd here?" She asked Balthazar with concern.

Balthazar waved a hand at the scroll. "This schematic for human fusion. The physical merging of two souls into one body. I've been trying to figure it out for ages," he said by way of explanation.

"And you need Zedd why?" Elaine asked with a nod towards the cat.

"Practice," Balthazar answered. "Animals are easier than humans."

"Wait," Elaine said, putting it all together. "You mean you're going to try and possess Zedd?" She asked with an uncertain glance at the cat.

Balthazar looked down at the cat that was busily cleaning his bottom. "Yeah, I'm not sure it's the best idea either."

"I've only seen one sorcerer successfully pull off human fusion," Balthazar added after thinking for a few minutes about the spell.

"Veronica?" Elaine asked gently.

"Yeah, Veronica," Balthazar said with a sad smile. He gave her a pleased grin as she gave his shoulder a sympathetic squeeze.

Elaine looked up at the clock and felt her heart drop. It was already 3:30pm. Her professor and friend were going to be there in just thirty minutes. She took a dismayed glance around the lab and gave a deep sigh.

"I have to present the Tesla Coil project to my professor in half an hour. Can we pick this back up later?" Elaine asked. She cringed at the messy state of the lab. She had to get it cleaned before they got there.

"Then you have another half an hour to practice," Balthazar said with a sly smile.

Elaine shook her head. "Look at this place," she said with a cringe. "It's a disaster!" She waved to the spilled pop that her cat was currently trying to lick off the floor, and the other trash that was lying around.

"Alright, as long as you're ready for more training once that's done," Balthazar said as he got up to let her get working. He gave her a smirk before heading to the door. "Good luck," he added seriously before going out the door. He walked to the car, and decided to take a nap there.


	17. Chapter 16: Cleaning Storm

Elaine got out the mop and bucket, and got to work. But, the scope of the mess was too much for her. The mop couldn't seem to get the soda off the floor; it just pushed the sticky liquid around more.

She heard a hacking noise behind her. She turned to find that her cat had just left her a large hairball to add to the mess. "Thanks Zedd, really," she said with a groan. The fluffy cat just cocked his head at her then promptly lay down in the center of the Merlin Circle.

Elaine checked the clock and let out a panicked squeak. She only had fifteen minutes left to get the place clean. She looked around with a feeling of dismay. Then an idea hit her. She looked down at her ring, then around the room, the idea growing in her head.

She walked over to the center of the circle, making her cat protest as he was disturbed from his nap. Zedd meowed his annoyance at her then relocated himself to a spot under the table.

Elaine activated the circle, causing a small ring of red flames to spring up around her. This would focus her magic, and help her in the spell. She focused her will on the nearby broom first. With a wave of her hand it sprang to life and started sweeping the floor on its own. Her resulting smile was triumphant.

Then she turned her attention to the mop. It came to life next and got dutifully to work on the spills and stains on the ground.

Empowered by her evident success she kept going, charming the sponges in the sink to clean the dishes left by her and Karen over the weeks. With the cleaning seemingly under control, she decided that she had time to hit the shower and make herself a little more presentable. She broke the circle that contained her power and headed into the large shower room.

Little did she realize what would happen when she let the power loose, without her will and focus. The power spread out to the remaining brooms and mops, bringing them to life. This created an army of cleaning supplies that went to town on the large room while she was away.

Elaine hurried through a shower and dried off in record time. She even took the time to brush her teeth. She pulled her wet hair into a pony tail and touched up her make-up, before heading back out. The sight that greeted her was one of total chaos.

All the cleaning supplies were everywhere. They had flooded the room, with ankle deep water threatening the electronics around the room. A bottle of spray cleaner flew up and sprayed her shirt, followed by a mop that tried to scrub her.

She heard a terrified meow, and turned to find Zedd above her on the cat-walk being chased by several sponges.

"I command you to stop!" She yelled to the cleaning supplies, raising her arms dramatically. All the supplies stopped in mid motion, for just a second, then resumed cleaning with fervor. Several mops tried to gang up on Elaine as she tried to physically stop the cleaning.

In anger she grabbed one and tried to take the emergency axe to it. It moved to avoid her attacks, seemingly mocking her as it did. Then she heard something she was hoping not to hear in all this mess. The door to the stairs was being unlocked. She raced up there in pure panic. She stopped Karen from opening it all the way and put herself in the small opening, so that they couldn't see the fiasco behind her.

"Hi, you're here," Elaine said in a worried tone.

"You forgot, didn't you?" Karen asked with a sigh. Behind her was their professor.

"Um, not really! There's a problem, do you think you two could come back later? Maybe tomorrow?" Elaine said in a tight voice.

Karen's eyes widened as she listened. She hoped that everything was alright with the coils. Quietly she voiced her concern to Elaine. "Is something wrong with the project?"

Elaine tried not to yelp as a mop started attacking her leg at just that moment. She kicked back at the mop as she gave her answer, "No, no problem with the coils! I'm just, not feeling well." She made a pained noise as the mop hit her back.

"Oh, okay," Karen said gently. "Get better." She couldn't believe this was happening. She hoped that Professor Davis would understand. She turned to professor as Elaine closed the door. "Can we reschedule for tomorrow. Elaine is very sick," she explained with a hopeful tone.

"Sure thing, though next time have your friend call us before we come all the way down here," he reprimanded as they turned to leave.

Karen texted Elaine as they left the building. Letting her know the change in plans, and wishing her well. Though the whole thing was very unlike Elaine, who never called in sick for anything.

Meanwhile, back in the lab Elaine was practically in tears from the whole fiasco. She put her face in her hands and screamed her frustration. Then she raced back down to stop the mops from attacking the conductor of the Tesla Coils.

She climbed up on the base and swatted the mops away, but her weight and the attention of the cleaning supplies knocked the tower loose and it started to fall towards the water. Elaine clung to it helplessly. Then the whole thing just stopped in mid air. She looked down to see the water below her crackling with electric current. Apparently the cleaning army hand managed to knock her laptop into the water.

"Disperse!" she heard Balthazar's voice command from above her. She looked to see him standing on the cat-walk, holding Zedd in one hand and waving the other above the room.

The cleaning supplies all stopped and fell to the floor, inanimate objects once more. The water that had been flooding the area flowed out leaving everything damp, but no longer dangerous.

"You think this is a game?" Balthazar asked as he released her from his magical grip. She fell to the floor with a sound of surprise. He righted the conductor with levitation, then walked down to where his apprentice was getting herself off the floor. He set the cat down on the table before turning his attention to Elaine.

"Magic isn't a toy, it's a responsibility," he reprimanded her. "No shortcuts!"

Elaine spun on him, her face red from embarrassment. "Oh yeah, what rule is that? Eight, nine, sixteen? I can't remember anymore!"

Balthazar gave her a stern glare, but she didn't care that much. Her frustrations had been pushed past the breaking point. She was likely to have caused her and her friend to fail their project, and all Balthazar cared about was his rules and training her. It wasn't fair! She couldn't help but want a little sympathy from someone who she assumed cared about her, instead she got a lecture.

"What does it matter?" She said with a raised voice. "Who cares about all these rules when I can't even control a few mops?"

"The stronger the person, the stronger the sorcerer," Balthazar reminded her calmly.

"Great more useless mottos!" Elaine snapped.

Balthazar was less calm when she snapped at him. "How about this; you'll never achieve your goals if you don't believe in yourself!"

"Oh yeah, is that what you do?" She spoke firmly, not backing down.

"What I do is not important," Balthazar responded back.

"Yeah, really? I'm convinced that you're goal is to make my life a living hell sometimes!" She cried, then realized what she had said. She clamped her hands over her mouth in dismay. Her eyes wide as she looked at Balthazar with panic. She hadn't meant to say anything like that, she loved him. She saw that, unfortunately, the words had stung him.

"You don't know anything about a living hell," Balthazar said ominously. Elaine had touched a nerve, though he saw that she hadn't really meant to say that. Still it had stung. He took a deep breath and tried to remember how hard it had been when he had been an apprentice himself. Those memories gave him a measure of calm.

"I'm sorry Balthazar, that came out wrong," Elaine said meekly as she glanced into his eyes apologetically.

He nodded, accepting her apology. "You're making progress," he said kindly, after a moment.

"No I'm not," Elaine said in defeat. She took off the ring and focused all her will on a chair in an attempt to levitate it. She tried till sweat ran down her face, but still nothing happened.

"I'm sorry Balthazar, but I'm not it! I'm not the one you're looking for, the Prime Merlinean. No ring, no magic!" she said in frustration. "I'm just a science geek, who looks really stupid in these shoes!" She added as she looked down at the wing-tip shoes.

She walked over to the cabinet where she had placed her Converse sneaker that first night and pulled them out. She took off the sorcerer shoes and put her shoes back on.

"You just need more training," Balthazar tried reasoning with her as she got up and walked past him to the door.

"I don't know Balthazar. I think you're wrong about me," she spoke softly without looking at him. "I need some time to myself." She said as she walked out the door.

"I know I'm not wrong," Balthazar whispered as she left him standing there. "I need you Elaine, more than you know." He spoke to the empty room. His mind was on more than just her being the Prime Merlinean. He knew he was right about that, but more so he knew that he was falling in love with her.


	18. Chapter 17: Clever Plannning

Horvath had finally gotten out of the mirror, after almost thirteen hours of waiting. It had taken so long because the museum had closed not too long after the attack. Drake had been out cold all night, and the only person to come in had been the cleaning lady. When Horvath had asked her to wake-up Drake, she had run from the room screaming about ghosts, in Spanish.

Drake woke up in the early hours of the morning. Horvath berated him thoroughly, and then taught him how to release someone from a mirror trap. They headed back to Drakes place to formulate a plan.

"We need to find where they're hiding the Grimhold," Horvath growled as he paced back and forth in front of the large windows.

Drake was nursing a lump on his head with an icepack. He looked up at Horvath as the man paced and was reminded briefly of a dangerous jungle cat trapped in a cage. Not something you wanted to mess with.

"Why don't you just find out her information from the college? Maybe she has a lab or something," he suggested. "They would give you the information if you claimed to be a professor."

"That might just be the smartest thing to ever come out of that overused mouth of yours," Horvath said as a means of praise. The idea was a sound one. "Alright let's go."

Drake got up and reluctantly followed Horvath. He was starting to wish that he could just get out of this whole thing and go back to his shows. Still, he was a Morganian, and he wouldn't back down now.

They arrived at the campus just as it was starting to get busy for the day. They headed over to the administration building and found a very bored looking student at the information booth.

Confidently Horvath strode up to the slightly Indian looking student and said, "If you're not too busy wasting time, there's a student failing one of my classes. I need her file"

The young man looked up from his Facebook page and frowned at Horvath. He glanced over the strange outfit Horvath was wearing and shrugged. "I'll need to see your faculty identification card," he requested, following protocol just to be sure.

Horvath frowned, but went with it. He held up his cane, the gem glowing brightly and forced his will on the hapless student. "You don't need to see my faculty identification card," he spoke low. The words flowed from him into the brain of the student.

"I don't need to see your faculty identification card," the student said in a monotone voice, like a robot.

"These are not the droids you're looking for," Drake said with a smirk and was dramatic wave of his hand. Horvath just rolled his eyes at him. He wasn't familiar with the reference, so he just let it slide.

"Now, the file for Elaine Stutler," Horvath ordered the student. Obediently the boy pulled up the appropriate file. He read off the information; Name, classes, address. Then he found what Horvath was looking for.

"She has an unauthorized lab space," the student said, turning the screen around so Horvath could read it.

"Jackpot," Drake said as he read the screen over Horvath's shoulder.

"Indeed." Horvath voiced his agreement with a wicked smirk.

**Elaine** walked aimlessly. Her mind was filled with doubt and frustration as her feet carried her around. After a while she looked up and was surprised to see that she was standing in front of Think Coffee. She thought about her date with Balthazar and tried not to cry. She hoped that this whole situation hadn't just ruined everything between them.

She gazed in the windows and was startled when she saw Karen in there with a bunch of her Physics friends. They seemed to be having a lively conversation, with smiles all around. Elaine considered joining her and apologizing, but then she noticed their Physics professor sitting in the corner, hunched over his laptop. She could apologize to Karen, but she didn't want to face Professor Davis after saying she wasn't feeling well.

With a heavy sigh she turned and walked away, once again lost in a depressive state. She didn't notice when Karen tried to flag her down after noticing her outside the café. She also didn't notice the dark figure watching her retreat with an evil grin.

Horvath watched her go and signaled to Drake that it was time to hit the lab.

Elaine wanted somewhere quiet to think. She let her feet take her through town, to the Chrysler Building, without really noticing anything as she walked. Somehow she made it safely there, even thought it was growing dark. A woman out walking alone, in the dark in New York, was usually a target, but perhaps her sour expression had deterred any would-be muggers from bothering her.

She headed up to the observation deck, and was pleased to find that she was the only one there. It made her remember that just a few days ago it was there that Balthazar had really explained to her about sorcery and magic. In some ways she wished she could go back to the way her life had been before that night. In others ways she didn't, because then she wouldn't have really gotten to know him.

Elaine slipped off Merlin's ring and looked at it forlornly for a few minutes. Part of her screamed to just throw the darn thing off the side of the building and be done with it all, but she couldn't do that.

"You all right?" she heard her best friend ask from behind her. She turned to see Karen standing by the door with a concerned expression on her face.

"I don't know," Elaine said honestly.

"What are you doing here?" Karen asked as she closed the door to the stairs. "Shouldn't you be resting?"

Elaine didn't answer her; she just looked out over the city for a moment.

"I saw you outside Think Coffee. You looked more distressed than usual," Karen explained.

"That bad, huh?" Elaine asked with a weak smile.

"Yeah, thought you don't look sick." Karen said with a smirk. She moved a hesitant step forward, but couldn't go to the edge.

"I'm not physically sick, just having a mental breakdown today," Elaine said with a bitter laugh. "Someone I really care about brought me here once," she explained why she was there with a wave at the observation deck.

"Aren't you afraid of heights, like me?" Karen asked, knowing that they had always shared that since they were young.

"Not so much anymore," Elaine spoke then shrugged. "Come on, if I can handle it, then you certainly can!" She held her hand out for her friend.

Karen tentatively took the hand and let Elaine pull her over to the railing. She took a deep breath and looked out, letting go of Elaine's hand and gripping the metal tightly.

The view was amazing; all the lights of the city glowing like some sort of magical fairy land. "Wow, it's beautiful!" Karen exclaimed.

Elaine nodded her agreement as they looked out over the city. "I'm sorry I flaked out on you today," Elaine apologized after a minute of silence.

"Ah, it's okay. I'm sure you had a good reason for your breakdown," Karen said with a carefree shrug.

"I did. The lab was a disaster and needed cleaning, but things got out of control. I'll take care of it tonight." Elaine explained as she fidgeted nervously. "You're not mad?" She asked.

"Nope, not mad. Tell you what, I'll help you clean it tomorrow morning," Karen suggested, hoping it would ease her friend's mind.

Elaine nodded her agreement to that idea and then gave her friend a hug. "Thanks. You're the best!"

"I know!" Karen said with a quirky smile.

**Back **at the lab Balthazar was cleaning up some of the mess left behind by the failed spell. He picked the Encantus up off the floor and brushed some residual water off the cover. He heard the door open and looked up to see Elaine enter the lab.

"I guess we should talk," she said as she started down the stairs.

"It's in the past," Balthazar shook his head as he spoke. "There's nothing to apologize for. I understand."

"Well now, ain't that just right good of you," Elaine's voice changed as she spoke, taking on a British accent.

Balthazar looked up in alarm, and noticed the black nail polish on her fingers. Before he could react, Elaine 'transformed' into Drake Stone. Stone threw a spell that sent Balthazar flying back into one of the Tesla Coil reactors.

He tried to move and found that he couldn't, as Horvath came down the stairs with the cane tip glowing blue. Some of the copper wires of the reactor coiled around his hands and feet, pinning him there securely.

"You really have a weak spot for that girl. Does Balthazar have a crush?" Horvath taunted with a sneer. Then he added, "She's not _her_ Balthazar!"

Balthazar laughed his defiance. "You're right Horvath, she's not! She's her own person. BUT, you're also very wrong!"

"She isn't Veronica!" Horvath yelled angrily.

Balthazar just grinned at him before answering. "You've seen her soul, Horvath. You know who and what she is."

In anger Horvath raised his cane, about to blast Balthazar to small bits. He was interrupted by Drake.

"I don't see the Grimhold," Drake interjected with a disappointed tone.

"That's because you're using your eyes," Horvath shook his head at his assistant. He flashed a glare at his enemy. "Clever Balthazar, always up to his little tricks."

Horvath lifted his cane up and the glowing crystal changed to a smoky black. Then ribbons of smoke flowed from it and went around the room, searching. On the table they flowed over a spot that was shaped like the Grimhold, though nothing could been seen there.

Horvath gave a wicked smile as he removed the invisibility spell Balthazar had placed on the Grimhold.

"Ah, found it!" Drake said as he moved to grab the doll. Instead it flew past him; right into Horvath's waiting hand.

Balthazar, meanwhile, had been carefully freezing the wires that his hands and feet were bound with.

Horvath held out the Grimhold, feeling its solid weight in his hand. "It's lighter than I remembered," he teased with laugh. He carefully placed it in his inner coat pocket and walked up to the trapped Balthazar. With his cane he hit Balthazar firmly in the diaphragm, knocking the wind from him.

"We fought together once Maxim," Balthazar said softly once he caught his breath again.

"A lot has happened since then," Horvath snapped back.

"This isn't about _that_."

"It's always been about _that_! She chose you instead of me! The great Balthazar Blake!" Horvath roared in his anger. "You were my best friend!"

Balthazar hung his head, knowing there was nothing he could say that would make Horvath forgive him, and Veronica. They hadn't meant to hurt him, not like this.

Horvath turned to walk away. "Say goodbye to your precious world Balthazar. Cause it ends as soon as I open this doll."

Balthazar used that moment to break the frozen wires and free himself. He threw a spell that knocked Horvath across the lab, but he had forgotten Drake.

A plasma bolt slammed into him from the Morganian, knocking him to the ground.

Horvath took that moment to send the knives from his coat flying at Balthazar.

Balthazar saw them coming, but had no time to react. He hunched down, preparing for the worst. He looked up in surprise as nothing happened. The knives were suspended in the air, mere inches from his face. He glanced up at the top of the stairs to see Elaine focused on the knives, her ring hand extended, and the ring glowing bright green on her finger. Then the knives fell harmlessly to the floor.

"Drake, let's go!" Horvath yelled from the side door.

Drake turned and ran after his master.

Elaine rushed down to Balthazar, and helped him stand.

"Nice catch," he said with a half smile, and then pain filled his face. He considered that Horvath may have broken one of his ribs.

"I owed you," Elaine said as she supported him. She noticed his look of pain and felt fear consume her.

"We need to go after them!" Balthazar said as he cast a spell to help him deal with the pain. Without waiting for her to answer he took off.

"You're hurt," Elaine yelled as she took off after him.

"It's nothing I can't deal with," He responded as he ran.

Elaine followed close behind him, but watched his every move to see how injured he was. She noticed that he favored one side a bit, but he seemed to be moving without too much problem. The rushed up the abandoned corridor towards the street level exit.

They were too late when they reached the street level. The two of them burst through the door just in time to see Drake and Horvath race away in an expensive SUV.


	19. Chapter 18: Fast and Furious

Balthazar and Elaine ran to the Phantom. With a wave of his hand Balthazar brought the engine roaring to life. They jumped in the car and speed off after the fleeing duo.

Elaine looked down to her feet as something furry huddled up next to her. "Why is Zedd in the car?" Elaine asked as they raced after Drake's SUV.

"Because I was planning on taking him home, but then I was attacked," Balthazar explained as he easily followed the other car. He wove through the busy city traffic with skill, quickly gaining on the SUV. He was almost to the SUV when it cut in front of a large delivery truck that was making a left turn.

Balthazar wasn't quick enough to cut in front of the truck as well, so they got stuck behind it. When he was finally able to maneuver around it he found the street in front of them was a sea of identical yellow taxi cabs.

"How'd he just disappear? There's nowhere else he could have gone," Elaine asked as they pulled into the mass of taxis.

"He didn't," Balthazar responded with a shake of his head. "He's in there somewhere. Use your ring. It's tied to the Grimhold somehow."

Elaine looked down at the ring, remembering that it had caused the Grimhold to come out of the wall all those years ago. With a shrug she raised her hand towards the windshield, and the sea of cabs. With concentration she focused her will on the Grimhold.

A few cars ahead Horvath and Drake sat, confident in their getaway. Until, for no reason, the Grimhold flew out of Horvath's hand and smacked into Drake, causing him to swerve the car violently.

"What was that for?" Drake cried out in indignation as he got the car back into the lane.

"I didn't do it, you fool!" Horvath growled.

**Meanwhile** Balthazar and Elaine saw one of the cabs swerve, a few cars ahead of them.

"There!" Elaine exclaimed with a wide smile. That had worked better than she had hoped. She gripped the dash in front of her as Balthazar raced the Phantom up level with Horvath.

The two sorcerers glared at each other. Then Horvath gave a wicked grin and put a hand out the window on to the top of the cab. It ripples as molecules rearranged themselves into the shape he desired. Suddenly the car was no longer a yellow taxi cab, but a stunning black Ferrari F430!

Drake let out a whoop of excitement and gunned the engine, taking off at an incredible speed.

"You may want to buckle up," Balthazar said, with a glance at Elaine. Who, in response, scrambled to get her seatbelt on securely.

Balthazar put his hand out the window and placed it on the top of his car. The same rippling effect happened as the Phantom transformed into a Mercedes McLaren SLR. The car was sleek with a bright silver body and leather racing interior.

"No way!" Elaine whispered, impressed with the magic, and the choice of vehicle.

Balthazar floored it, causing the supercharged V8 engine to roar as they speed through the streets of downtown Manhattan.

They followed the Ferrari, racing through side streets and around traffic. Balthazar drove like a professional race car driver which Elaine found amazing, and just a bit sexy. Though she never gave up her death grip on the sides of the passenger seat.

The two supercars roared into a tunnel, the Ferrari still edging out the lead. They had to swerve and weave around oncoming cars. Horvath opened the window again and stuck the tip of his cane out, casting the smoke spell, but this time with greater output. Smoke filled the tunnel, plunging it into complete darkness.

Balthazar and Elaine saw the smoke in front of them. Balthazar cringed and continued on determinedly.

"Smoke screen. That was clever Horvath," he muttered as he dodged the oncoming cars with barely inches to spare.

Elaine closed her eyes in fear as they narrowly avoided accidents with each car that seemed to appear out of the thick smoke. "Let me know when it's safe to open my eyes again," she whimpered as they raced along.

Balthazar chuckled and continued the chase with adrenaline fueling his movements. Each gear shift was a thrill; each near miss made his heart beat that much faster. He hadn't had this much fun in ages!

Finally both cars made it out of the tunnel. Balthazar poked Elaine in the shoulder as he drove and said, "You can look now."

She opened her eyes to find them racing after the Ferrari, towards a construction site. There was a crane getting ready to lift a large piece of mirrored glass in front of the other car.

Horvath saw an opportunity and grabbed it. He cast the mirror trap on the large piece of glass, then had Drake turn at the last possible second, drifting the car away from the glass. He grinned when he saw Balthazar's car go flying into his trap, unable to get away.

He cackled as he lifted his cane, and sent a blast at the mirror. Thus trapping the others inside the mirrored world.

**Inside** the Mercedes everything was backwards. "Right is left, and left is right," Balthazar mumbled as he moved the wheel of the McLaren to the right, causing the car to go left. It was disorientating as all hell.

Elaine looked around in dismay. Everything was backwards, even the movements of the car! She turned to Balthazar, fear clearly written across her face.

She was about to start having a panic attack, when Balthazar spoke calmly, "Yes, we drove through a mirror. We're trapped in a reverse world."

She opened her mouth to ask him if it was because of what happened in the museum, when he answered her thoughts.

"Horvath's payback for the bathroom mirror. And _no_, this hasn't happened to me that often," he added judging her next thought well.

Elaine seemed about to ask another question, but once again Balthazar had the answer before she could voice it.

"No, we won't die. As long as we get out of here soon," he finished as they speed along the empty backwards streets.

Elaine quietly thought about all this for a moment, then she took a long hard swallow.

"How?" Was all she asked.

"By driving out through our reflection," Balthazar said with a nod towards the mirrored windows on the buildings they were driving past. In the reflection they could see their car, and the cars that were speeding along in the normal world. Including the Ferrari.

Each mirror they passed shattered as they drove along, due to Horvath destroying them on the other side. Balthazar bit his lip in frustration. Then he spotted a two-story mirrored glass façade. He opened up on the accelerator and raced toward it.

"This is it," he said, said as they flew forward. Then the façade shattered! Horvath had beaten them to it. As the mirror crashed down Balthazar keep speeding towards it. He had noticed the second floor window was still mostly intact, and was falling down towards their trajectory.

"You're not doing what I think you're…" Elaine started to cry out as they raced at the falling glass. She was cut off by her own scream as they drove through the window, just before it shattered to pieces. With a ripple of energy they came out the other side, fully intact.

**They** continued the chase through Times Square, dodging traffic and pedestrians as they went. Then the Ferrari made a hard right turn into an alley. Balthazar followed and came face to face with a large garbage truck. Horvath was grinning at him from the cab of the truck.

Balthazar threw the McLaren in reverse as the truck lifted a dumpster with the front loader and advanced on their car with it held above them.

"Didn't see that coming," Balthazar murmured as he tried to back away from the pursuing garbage truck. He managed to stay away from the massive dumpster, but just barely.

Elaine rolled down the window with an idea forming in her head. She reached one hand out and pointed it at the garbage truck.

"Um, Elaine," Balthazar said with a worried tone.

"Concentrating here!" she snapped as she focused hard on the truck. "I have an idea." The ring on her finger started to glow as she wove her spell, causing the McLaren to shutter. Then suddenly they were sitting in an old junker of a car!

"Crap!" Elaine exclaimed as Balthazar tried to get the car to move with any manner of speed at all.

"A '73 Pinto? This was your _idea_?" Balthazar cried out as the engine died.

"Actually I was trying to turn their car into a beater!" Elaine responded in panic as the garbage truck bore down on them.

Balthazar gave a sad shake of his head. But before he could reply the garbage truck crashed into them, lowering the dumpster as it did so. The roof of the Pinto caved in, almost crushing them, but the old sturdy frame of the car saved them from turning into sorcerer pancakes.

Balthazar and Elaine climbed out of the car, after noticing that the dumpster had stopped moving. The cab to the truck was empty. As Elaine grabbed her cat, Balthazar took off into the crowded street to find Horvath, Drake and the Grimhold.

Up ahead he caught a glimpse of Horvath's coat. He took off after him, leaving Elaine to catch up.

Horvath had one last idea for diverting their pursuers. He gently touched a woman that walked by, transforming her into the image of Veronica.

Moments later Balthazar stopped in his tracks as the woman approached. Part of his brain knew it was a trick, but that didn't stop him from staring like an idiot. As she passed he reached out to grab her. She yelped. As he turned her towards him her face returned to its original form.

She glared at him with and said, "What do you think you're doing? Let go of me!"

Hastily he released her and apologized. "I'm so sorry. I thought you were someone else."

"Get glasses!" She exclaimed, then stormed off in a huff.

Elaine came running up, Zedd in her arms, at just that moment. She looked at Balthazar with concern.

"What happened to Horvath? Where's the Grimhold?" She asked as she got to his side. She looked out over the crowd of pedestrians and saw no sign of the Morganians. "Who was that?" she asked with a wave at the retreating lady.

"No one. It was just a trick of Horvath's," Balthazar said with shame in his voice. He couldn't believe he had fallen for it.

"She looked like Veronica right? For a moment?" Elaine asked sympathetically.

"Yes," was all Balthazar said as he walked back towards the car.


	20. Chapter 19: Changing Point

Disheartened, the two Merlineans headed back to the lab.

Elaine headed straight to the Encantus once they were inside. She was determined to find something that would help them get the Grimhold back. As she leafed through the pages she learned a little bit more about the history of the battle with Morgana.

Balthazar sat beside her. He was exhausted, and his spell to diminish the pain in his ribs was wearing off. He looked at what Elaine was reading, and added his commentary. "When we arrived Morgana was going to blast Merlin into ashes. I tried to block her, but…" As he spoke he pulled his sleeve back and showed her his arm. It was covered with burn scars.

Elaine let out a soft whistle. The scars were impressive. She put the book aside and turned to face him. "So, I guess we should work more on that shielding spell before they release Morgana. Right?" She said with a hint of a smile.

Balthazar gave her a look of surprise.

"What? I need to be able to defend myself." '_And you'_ she added internally. "Then once I have that down, we work on perfecting my plasma bolts!" She said with a smile.

Balthazar felt his mouth hang open in disbelief. Was this the same person who, only hours earlier, had said that she couldn't do this?

"I want to be that person, the one who believes in herself. I _want_ to be the Prime Merlinean!" Elaine said with conviction.

"What happened to you?" Balthazar asked as he studied her. Her determination was new, and he was impressed by it.

"I don't know," she said with a shrug, and averted her eyes for a second.

"You're still a bad liar," Balthazar grinned as he spoke.

She turned and stuck her tongue out at him, which made him laugh. The laugh turned to a gasp when his broken rib let him know it didn't like him laughing. Elaine made a worried noise as she got out of her chair and knelt in front of him. She moved his hand away from his side and pulled the shirt and vest up enough to see a horrible bruise forming on his left side.

"You're hurt!"

"It's nothing," He said, trying to make it seem less than it was.

"Liar!" Elaine accused as she examined the injury. She gently prodded the area around the bruise. His sharp intake of breath told her how bad it was. "You probably have a broken rib."

She got up and went to the cabinet where she kept a large first aid kit. She pulled it out and hurried back to Balthazar. She put the kit on the table next to the Encantus. With a look on pure concentration she opened the book and thumbed through it, looking for a spell she had seen earlier.

When she found the right page she left it open then turned her attention to the first aid kit. She got out the rolls of bandage.

**Balthazar** watched her run over to the cabinet then return with the first aid kit. He expected her to turn her attention to him, but then she leafed through the Encantus first. This made him wonder what she was up to. He was about to ask, when she turned her attention back to him.

"Take off your shirt," she said in a tone that said she wouldn't take 'no' for an answer. Reluctantly he started unbuttoning the vest, then the shirt. She had to help him get the shirt off, because moving too much caused him to make pained noises.

He watched her work as she gently starting bandaging up his side. He had to try and not make pained noises as she tightened the bandage to keep his ribs from moving.

"It's you," she whispered as she worked.

"What?" he asked her, not sure what she had meant by the comment.

She blushed, and turned to read the Encantus. When she turned back to him she was still bright red. "You're the reason I've changed," she spoke softly as she called a circle to spring up around them.

He couldn't answer because she placed her hands on the bandages, right over the broken rib. His breath caught with the pain of the pressure she was placing on the rib.

The ring on her finger was glowing brightly as she flowed her own energy into the injury, binding the bones back together.

If he had known what she had been planning, he would have stopped her. This kind of healing was dangerous to the sorcerer, because it took the life force of the healer to mend the injury. He couldn't stop her now that she had started, because it might backfire and kill her. He bit his lip and waited with held breath as she knit the bone with magic.

**A** minute later Elaine broke the circle and almost collapsed. Strong arms grabbed her as she started to fall. She sighed as his arms pulled her close to his chest. He made a soft noise as he pressed her to the bandage, which was still sore.

"That'll take a couple days to fully heal," she said weakly as Balthazar held her close.

"You idiot. Why did you have to go and do that? I would have healed just fine in time." He reprimanded in her ear.

"You need to be as strong as you can be now. We didn't have time for you to heal normally," Elaine explained as she leaned her head back against his shoulder.

Balthazar wanted to shake her in frustration. Instead he moved her enough to kiss her forehead lightly. "What about you? You need to be strong if you're going to defeat Morgana."

Elaine closed her eyes and smiled, enjoying the feeling of his arms around her. "I'll be fine. Just a few minutes of rest and then some sugar and I'll be good as new," she said.

"You didn't donate blood Elaine," he said with a frown. "You gave me some of your life force."

Elaine chuckled as she rested. "I know that, but the concept is the same."

"You're insane," Balthazar retorted with a snort.

Elaine just smiled and held up her fingers an inch apart, like had had done to her in China Town. Then she took a deep breath and got up. Her legs were unsteady for just a moment, but she pushed herself to stand. She walked over to the small dorm-style fridge that she and Karen had placed under the stairs. She pulled out a Poweraid and downed the blue liquid slowly.

Balthazar let her go, and watched her warily. She seemed to be a bit unsteady, but it didn't seem that bad. Once she finished the sports drink she looked much better. She grabbed a couple of apples from the fridge and tossed one to him. He caught it and took a bite.

She came back over, munching on her apple. She sat down in the chair across from his once more, and he found himself missing the feeling of holding her. He almost reached for her, but stopped himself. He needed to be a teacher at the moment, not a lover.

"So," she started, her voice soft. "Strong enough to go at it?" She asked with a sly smile.

Balthazar mistook her meaning and turned a bright shade of red. "I don't think this is quite the time for that," he said with a surprised tone.

"For training?" She asked, eyebrow raised. She wondered what he had thought she meant.

"Oh! Yes," he said with an embarrassed expression. "Training! That would be good, I think." He stammered out. "Put your _old-person_ shoes back on." He added with a smirk.

Elaine laughed and went over to the cabinet and pulled out the shoes. She put them on and walked over to the Merlin circle. She stood at the far end of it and activated one of the smaller circles around her. "Hit me with your best shot!" she said, a wicked grin lighting up her face.

Balthazar stood, put on his shirt again and walked to the other side of the circle. He turned a bright shade of red once more at taunt. He really needed his mind to get out of the place it had sunk into.

"Ready?" He asked as he formed a plasma bolt. At her nod he released it, even though he was worried about her not having the strength to block it after all that healing. He was pleasantly surprised to see her not only block it, but send it flying back at him. He blocked it with his own shield, and a game of _Pong_ resulted. The bolt flew back and forth between their shields for a few minutes.

Eventually Balthazar added blasts from the Tesla coils to the plasma bolt. She almost blocked each one successfully. A few made it through her shielding and hit her with a vicious zap. It hurt, but that only seemed to make her more determined.

**Within** an hour Elaine had it down pat. She was able to block each attack seamlessly, then take the energy and form a plasma bolt to throw back. She even managed to get a bolt through Balthazar's shield. It hit him and knocked him on him back.

Elaine broke her circle and ran to him with concern. "Balthazar, I'm so sorry!" she cried as she knelt down next to him on the floor.

He laughed and sat up slowly. "I'm okay Elaine, don't worry."

She bit her lip and checked his side, ignoring his protests. Once she was satisfied that his ribs were alright she stood and helped him up.

"I think you're as ready as we can get you in the short amount of time we have," Balthazar said as she pulled him to his feet.

Elaine held his hands for a minute before letting go reluctantly. "Are you sure?" She asked.

"No, I'm not," he answered honestly. "But, we don't have time to waste. We have to go now." He said as he grabbed his vest, coat and hat.

As he pulled on the rest of his outfit, Elaine went to grab her leather jacket from the cabinet. She didn't think she was ready, but she knew they were out of time. They were hoping to get the Grimhold back before Morgana could be released.

"The tracking spell is ready," Balthazar said as they headed to the car. He triggered the bio-metric spell as they got in the car, and drove away. A cloud appeared above a high-rise, in an upscale neighborhood. They took off in that direction.


	21. Chapter 20: Lost and Found

Drake Stone walked into the study in his penthouse. Horvath was staring out the windows when he entered.

"They're in position?" Horvath asked when he heard Stone enter.

"Yeah," Drake said as he walked around to the other side of the room. "Chipped my mani," he grumbled as he sat down in the big executive leather chair. "Which is not cool!" He added as he spun the chair around once.

"No, I don't imagine it is," Horvath said with rolled eyes.

The Grimhold was sitting on the big desk in front of him, and Drake picked it up to look at the image on it. It was a young girl, possibly 15 years old. She was wearing a colonial black dress and white cap. Drake cringed at the evil expression on the face of the girl. He set down the Grimhold and kicked his feet up on the desk.

"Below that lies our next co-worker," Horvath spoke as he came over and tapped the Grimhold with his cane.

"That creepy little girl?" Drake asked with a wave at the doll.

"Remember the Salem witch trial? She's the little devil that started it all," Horvath explained. He smiled at the memories that came with the explanation. Those had been good times.

"Once she's out, we're at the Morgana shell," Horvath said after a minute of reflection. "And unfortunately, even my considerable power is not enough to crack that prison."

Drake shrugged and examined his chipped nail. "So what are we going to do?" He asked as he frowned down at his nail polish.

"Ever hear of a parasite spell?" Horvath asked as he walked around behind the chair Drake was lounging in. He laughed an unpleasant sound that had nothing to do with joy. "No, that's right. You're education is… lacking."

"I go more by instinct," Drake replied with a grin. "What feels right."

"Yes," Horvath said with a sneer, "I'm sure."

Drake nodded, thinking Horvath was agreeing with his manner of operating.

"Parasite spell is a nasty piece of business. Allows a sorcerer to steal the energy of another," Horvath said with a grin that was more a bare of the teeth than an actual smile.

Drake nodded as though he understood, but then shook his head as he thought about it more. "I'm confused," he admitted after a moment.

"Not for long," Horvath spoke wickedly as he placed his cane on Drake's neck. He spoke a word and suddenly Drake seized up as his powers flowed into Horvath's cane. He felt the power merge with his own and smiled a true smile. Then he reached down and slipped the ring off the finger of the unconscious Drake Stone.

"You weren't really using it anyway," Horvath said as he placed the ring onto his cane. He slid it down till it touched the crystal handle. Both the ring and the handle started to glow as Horvath focused on the Grimhold. He touched the crystal of his cane to the doll, and unlocked the next layer.

In a flash of light it split releasing Abigail Smith. She emerged from a small whirlwind that rose from the opened layer.

"I have a job for you," Horvath said to her as she focused her attention on her surroundings.

Abigail knew Horvath from her days before the Grimhold. He had helped her with some of her plans. She nodded to him politely as she looked around. She saw the unconscious Drake Stone and gave Horvath a questioning glance. "Who is he?" she asked in her sweet young voice.

"No one of consequence," Horvath responded with a sneer at Drake.

"Alright then. What do you need me to do?" Abigail asked with a small grin. Horvath told her what he needed of her, and why. When she learned his plan her evil little smile grew. She knew that this was going to be fun!

**Not ** too much later Balthazar pulled the car up in front of Drake Stone's building. Once the car was parked and off, he turned to Elaine. He placed a hand on her shoulder, getting her attention.

"Promise me, no matter what happens, if Morgana is freed from the Grimhold, that you'll do whatever it takes to destroy her."

Elaine nodded, not sure she liked the finality of what he was saying. "Of course I'll do whatever it takes."

"Let me give you one last bit of advice," Balthazar said. Then he stared deep into her eyes, and forgot whatever it was he had been planning on saying. He shook his head and said, "I got nothing. Whatever happens here, you wear the _old- person_ shoes very well." He finished lamely.

Elaine knew to take is as the compliment it was meant to be. She gave a broad smile and held out her hand, fingers curled in a fist. "Knuckle bump?" She suggested with a laugh.

Balthazar gave her a raised eyebrow then shrugged. "Why not," he said as he touched knuckles with her.

"Let's do this!' Elaine said as she got out of the car. Balthazar followed with an expression of pride on his face. No matter what happened, she was a very good apprentice. He wanted to tell her that, and so much more, but the moment had passed.

It was off to battle for them.

**Horvath** stood in the overdone living room of Drake's penthouse. Abigail had just returned from her assignment, and was putting the prize in the bedroom with the unconscious figure of Stone.

She came out and admired the Grimhold with Horvath. They were finally at the innermost doll, the prison holding Morgana.

"Is it time to release Morgana?" Abigail asked Horvath as she looked down at the doll. She had an expression on evil delight on her face, which even Horvath found a bit disconcerting.

Horvath raised his cane and moved towards her with intent. "I'll give her your regards."

"Have I done something wrong?" Abigail asked, her tone changing to that of a frightened child. "Something to displease you?" She backed away from him.

"No, it's nothing personal," Horvath said as he backed her into a wall. He touched the cane to her and repeated the parasite spell. A moment later she fell to the floor in a heap. He violently pulled the pentacle amulet from around her neck, and tied it to his cane.

"I just needed you power to help free Morgana. I'm sure you'll understand the sacrifice," Horvath spoke to the unconscious girl. He looked at his cane and felt the power there. It was almost enough.

"One more to go," he said as he transported Abigail's small body to bedroom. He dropped her down by Stone and then looked over his prize.

"Yes. The perfect bargaining chip," he said as he gazed down at the figure lying there bound and gagged.


	22. Chapter 21: It's a Trap

Balthazar and Elaine got out of the elevator and strode to the door of Drake Stone's penthouse confidently.

"You sure this is the place?" Elaine whispered as they reached the ornate metal doors.

Balthazar nodded in affirmation. He could sense the spell attached to the Grimhold pulling him towards the penthouse. He gave one more glance at Elaine, who smiled with determination. They were ready.

Balthazar cast a quick spell to lift the door off its hinges. He floated it in the air and gently placed it down against the wall, never making a sound. They entered the penthouse silently, until Elaine looked at the large painting of Stone on the wall. It was so garish that she snickered.

"That's frightening," she whispered to Balthazar with a grin.

"Hmm, let's just find the Grimhold and be done with it," Balthazar said as he looked up at the painting.

"Seems quiet. Let's split up to cover more ground," Elaine suggested as they walked through the entry way.

Balthazar was hesitant to agree with that idea, but he knew it was sound. He just didn't want her to run into trouble without him. Then again, it wasn't as if he couldn't get to her if she needed him. "Be careful. If you need help don't hesitate to yell," he said as he placed a hand on her shoulder and gave it a gentle squeeze.

She gave him a nod and a wink before going into the living room.

**Balthazar** headed down the hall and stopped in the first room he came to. It was a large office, with a big desk at the other end of the room. He was about to leave to check the next room when he noticed a map on the desk. It had a large Morganian pentacle drawn on it in one section. Curious, Balthazar moved to get a better look.

As he got closer he could see that the circle was drawn over Battery Park, with the words '_The Rising_' written next to it. He moved a bit closer and started to sink into the floor. With a groan he looked down.

"Persian quick rug!" He blurted out in annoyance. "And he calls me old fashioned." He tried to free his feet, but it was too late. The rug trap had him and wasn't letting go, and the more he struggled the faster he sank in. He bit his bottom lip in frustration. Until he figured a way out of this trap, Elaine was on her own.

**Elaine **walked into the grand living room. She looked at the black marble and gold statues that framed the fireplace with a roll of her eyes.

"A bit ostentatious," she mumbled as she glanced around. The whole place was more than a little overdone.

Then she spotted it. Sitting on a small pedestal, in front of the fireplace, was the Grimhold. She moved to kneel in front of it. Her expression was perplexed as she looked around, trying to spot any obvious traps that might be lying in wait for someone to take the doll.

She thought back to Indiana Jones, and guessed that the trap might only be sprung if weight was taken off the pedestal. In a deft movement she grabbed the doll and slammed her hand down on the stand, to mimic the weight of it. Nothing happened.

She lifted her hand up and still nothing happened. "That's it? That was too easy," she muttered, almost disappointed, but not wanting to push her good fortune.

She examined the Grimhold, with its picture of a stern looking woman on one side. "Morgana," she mused as she looked at it. The woman looked frightening, with evil eyes. She turned it over and saw another figure. This one was of a woman with dark hair and closed eyes, as if sleeping. The woman looked beautiful.

"Veronica," she whispered as she looked at her, sort-of, former self.

"Put down the Grimhold Elaine," Horvath's voice sounded from behind her. In a swift movement she turned, the Grimhold in one hand, and a plasma bolt in the other. Her eyes widened when she saw her best friend, bound up with rope, being held in front of Horvath as a shield.

"Karen?" she whispered in shock as she defused the plasma bolt.

**Balthazar** tried pulling the curtains to him, so he could use them as a rope. But, the moment he added any weight to them they fell off the curtain rod. As he looked around the room he realized that he was running out of ideas.

Then he spotted a chest hanging from the ceiling with a large chain attached to it. The chain held a hook. He looked to the other side of the room and saw an Iron Maiden, an old torture device, with a similar chain wrapped around it.

He was chest deep in the rug when he managed to get the two chains to attach with the hook. Then he carefully lowered the chain to where his hands could reach them.

**Elaine **looked from her friend's terrified face to Horvath's evil grin. She knew that there was nothing she could do to him that wouldn't end up hurting Karen in the process.

"Give me the doll Elaine, and your friend goes free," Horvath said as he pressed the tip of his cane to Karen's throat, like a gun.

"Elaine, what's going on?" Karen asked her friend after Horvath removed the gag with magic.

"It'll be okay Karen," Elaine assured her friend as she glared daggers at Horvath. "You're going to be…"

Horvath pressed the cane tip harder into Karen's throat, the crystal on it glowing brightly. "No she's not! She going to be ground to chunks and fed to the cat unless you give me the Grimhold!" Horvath threatened.

Elaine glanced around the room, hoping to see Balthazar coming to the rescue.

"Balthazar?" Horvath sneered with a smile. "He's off admiring the décor," Horvath laughed. "What will it be Elaine? The Grimhold, or your best friend?"

Elaine looked from her friend, who had tears running down her face, to the Grimhold.

"Take it," she said softly, holding the doll out in one hand. It went flying to Horvath, who caught it with his free hand. His other was still pointing the cane at Karen.

"And the ring!" Horvath demanded.

Elaine hesitated for just a second. That ring was her only defense right now. She still didn't know how to do any magic without it. She slid the ring off her finger with a forlorn sigh and held it out to him. She knew that she was giving up her last hope of surviving this day, but if it kept her friend safe, then it was worth it.

The ring flew over to Horvath, who released Karen with a shove as he caught it. Horvath slid the ring onto his cane as Elaine grabbed Karen and put herself in between the Morganian and her friend.

"Merlin's ring. It's been a long time since I've seen it this close," Horvath said as he admired it. "I wonder if it still works." He shot a vicious plasma bolt from his cane towards Elaine and Karen.

Elaine grabbed her friend and dropped to the ground, narrowly avoiding being hit with the blast. The bolt hit a statue behind them and shattered it's head to tiny bits. When Elaine looked up again, Horvath was long gone. She stood up and helped Karen stand as well, the she untied her friend. Karen looked a little unsteady once she was up and freed.

At that moment Balthazar came running around the corner. He looked at the headless statue and the two girls.

"The Grimhold?" Balthazar asked, knowing full well what the answer would be.

"I'm sorry Balthazar," Elaine said quietly.

Balthazar knew what had happened. His dear apprentice had saved her friend, but had given up the Grimhold to do it. It was noble, and what any good Merlinean would have done.

"I understand. I would have done the same thing," Balthazar spoke with a sad smile. Friendship was important. He wished that things had been different with his best friend all those years ago.

Elaine felt gratitude for his understanding, but she had to let him know the rest of the bad news. "He took my ring," she said, her voice weak with worry.

Balthazar looked up sharply at that. This was not something he wanted to hear. "Can you," he started with concern and hope, "Do any magic without it?" He finished the question with eager anticipation.

Elaine cleared her mind and focused on a chair that was sitting nearby. With all her will she tried to get it to move, but to no avail. It wouldn't even budge an inch.

"Nothing," she said in disappointment. "I'm not the Prime Merlinean."

Balthazar walked out to the large stone patio, and gazed out over the city for a moment. Elaine and Karen followed. He turned back to Elaine with a smile.

"You're a good apprentice though," he said kindly before jumping up on the thick stone railing.

"What are you doing?" Karen cried out in alarm. To her it looked like he was planning on jumping off, and they were quite a few stories up.

"It's okay, he does this kind of thing all the time," Elaine explained with an exasperated tone.

"Friendship is one of the most important things we have in life. It's good that you two have each other. Don't let anything come between you," Balthazar said to the girls as he thought about his past with Horvath. If things had been different, then they wouldn't have been in this mess now.

"Take care of each other." Balthazar gave Elaine a glance that she didn't quite know how to interpret. It looked like a farewell, but she hoped she was wrong.

"Where are you going?" She asked, her voice wavering.

Balthazar almost went to her, but he knew that he was the only one who had a chance of stopping Horvath and Morgana now. He couldn't stand to see her looking so lost though.

"Battery Park," he said calmly, after putting a mental wall around what his heart wanted. "Horvath is going to release Morgana., They're going to use '_The Rising'_ spell."

Elaine didn't like what she was hearing. She reached a hand out to him, which he didn't take. In frustration she stamped her foot on the ground. "You can't take on him _and_ Morgana! It's not possible!" she cried out.

"I have to try," Balthazar smiled faintly as he spoke.

"I'll come with you!" Elaine said stubbornly.

"Without your magic?" Balthazar asked. "I can't let you do that. I'm going alone." His heart broke at the look Elaine was giving him. But he had to do everything he could to keep her, and the rest of humanity, safe.

"This isn't goodbye Elaine," he whispered then jumped off the railing, onto the back of the steel eagle from the Chrysler Building.

"He just flew away, on a giant steel eagle!" Karen exclaimed, almost in hysterics as they went back inside.

"He does that sometimes," Elaine muttered as she worked hard just to put one foot in front of the other. Her heart was breaking because there was nothing she could do. Then she turned to her friend, and the realization of what Karen had just witnessed hit her.

"Are you okay?" she asked.

"No! I am defiantly not okay!" Karen cried out in annoyance.

Elaine ran a hand through her hair in a nervous movement. She felt bad for not telling her friend about everything earlier.

"I wanted to tell you about all this, I just never knew how," she said after a moment.

"Just tell me the truth!" Karen demanded.

Elaine took a deep breath and started to explain, "The first thing you need to know is I'm a sorcerer." She tried to gage her friend's reaction to that statement, but Karen just kept looking at her expectantly.

"I can lift stuff with my mind, slow things down, speed things up, and other interesting stuff," Elaine added lamely.

"Okay," Karen said, drawing the word out hesitantly. "Like that weird ball of plasma you were holding earlier?" She asked remembering the plasma bolt Elaine had wanted to throw at her captor.

"Yeah, stuff like that," Elaine affirmed with a nod.

Suddenly their conversation was broken into by a phone ringing. Elaine pulled her cell phone out of her pocket and saw her roommate's number displayed. She answered it.

"Elaine? Why are you not home? I just got back and wanted to tell you all about the trip!" Sarah's voice came through the speaker.

"Um, I'm kinda busy at the moment. I'll talk to you later!" Elaine said as she hung up. She hadn't meant to be rude, but they were in the middle of a crisis.

"Come on, I'll take you somewhere safe, then I have to figure out a way to help Balthazar," Elaine said as she started for the door.

"I want to come with you," a British, male, voice came from behind her. She turned to see Drake Stone standing there in the hallway. He looked worse for wear, with disheveled hair and deathly pale tone to his skin.

Elaine grabbed Karen and pushed her friend behind her once more. She didn't have magic, but she wanted to protect her none the less. "Why would I let you do that?" Elaine asked in a stinging voice.

Drake flinched at her tone, though he suspected that he had earned that. He held up his hand to show her the sudden lack of his sorcerer's ring. "Cause I don't have any magic either luv," he said with a sad grin.

"Then why the death-wish?" Elaine asked referring to the fact that facing Horvath and Morgana would be just that, certain death.

"Not a death-wish, just bloody revenge!" Drake said firmly. "That cocky bastard double crossed me," he said meaning Horvath. "I'll do anything I can to ruin his plans!"

Elaine weighed the decision, and figured that two powerless sorcerer's might come up with something better to stop 'The Rising', than one alone. She nodded to Drake and led the way to the Phantom.

Once in the car she headed towards Battery Park. She would find somewhere to drop Karen off, then her and Drake would face help Balthazar face down the Morganians, somehow.


	23. Chapter 22: A Bright Idea

A brilliant thought hit Elaine as she was driving. She stopped the car in front of a small coffee shop and pulled out her cell phone. Karen and Drake both gave her a strange look as she dialed. She shrugged to them as the phone rang once, twice, then Sarah picked up on the other end.

"Hello?"

"Hello, Sarah. Sorry I was short with you earlier," Elaine said to her roommate.

"No problem," Sarah said with understanding.

"I need a favor," Elaine continued.

"Oh?"

"Can you go to my lab and get the coils unhooked? I need them and the remotes ready to go when I get there," Elaine finished with a tone of pleading.

There was a pause for just a moment, then Sarah answered her. "Sure thing. Is something wrong?" she asked concerned.

"Yes, but if you do this for me it'll be alright," Elaine assured her friend. "Please, hurry."

"Okay, see you in a few," Sarah said, then the line went dead.

Elaine turned to Karen and nodded out at the coffee shop. "This is as safe a place as any," she said to her friend.

"I'm not leaving until you tell me what this is all about. Everything!" Karen demanded of her friend.

"Okay. The world's most dangerous sorcerer is about to be freed from her prison. She's going to perform a spell that will bring all the dead evil sorcerers back to life to destroy the world as we know it, unless Balthazar and I can stop her," Elaine explained in a rush.

"Don't forget me!" Drake interjected from the back.

Elaine laughed and nodded. She didn't wholly trust the prior Morganian, but it was better than nothing. She watched Karen think about what she had said, and then come to a conclusion. Karen had been about to get out of the car, but she settled back in her seat and attached her seatbelt.

"I'm coming with you," Karen said with a sly grin. She had always wanted to live an adventure, this was her chance. "Besides, if you fail, then I'm not going to safe anywhere."

"She's got a point," Drake added from the back.

Elaine just shook her head, a smile on her face. Then she started the car again and headed towards her lab.

**Horvath **stood in front of the large fountain in Battery Park. With a wave of his hand he stopped the water. He walked to the very center and placed the Grimhold in the circle of concrete. Then he backed up a step or two.

"Now is the time," he spoke as he gathered power in his cane, "now is _The Rising_." With all the powers he had collected from Drake, Abigail and Merlin's ring he zapped the Grimhold. The spell cracked the prison, spilling dark thick oil. The oil formed into the shape of a person, then cleared. Veronica's body stood before him.

"Veronica?" Horvath asked, part of him hopeful.

"No!" a dark voice snapped at him. Veronica's body opened its eyes and they glowed with dark power, but they were still dead eyes. "It is I, Morgana."

Horvath gave a sad look into her face before asking what he needed to ask. "So she's truly dead?"

Morgana gave him a look that could kill, but she answered him. "Yes, she's dead."

Horvath made a pained noise, then he pulled himself together. He faced her without any emotion showing on his face.

"All is ready for The Rising," Horvath said with a wave at the buildings around them.

"I cannot cast the spell till the circle is complete," Morgana said as she stood in the center of the dead fountain. She looked down for a moment and saw the two halves of the Grimhold lying there.

"Destroy that thing. I never want it see it again." Her attention then turned to setting the circle, using the dishes he had waved at to amplify the power to the levels she needed.

Horvath picked up the Grimhold and walked over to the far side of the fountain. Behind him he heard Morgana beginning to chant . With a flick of his cane he started a fire to destroy the Grimhold. He threw the pieces down towards the flame, but they stopped just above it, then raced across the park to the waiting hand of Balthazar Blake.

**Elaine **pulled the Phantom up to the door of the lab. Sarah was waiting for her with a box full of parts. She got out and smiled at her roommate.

"Thanks!" Elaine said as she took the box and handed it to Karen, who had followed her out of the car.

Karen put the box in the car, then ran down to the lab to get the smaller conductor that they had stored there. She came back to find Elaine with a bewildered expression as Sarah clamored for an autograph from Drake, who was standing beside the car.

"I'm a serious fan," Sarah was saying with stars in her eyes as she gazed at Drake.

Karen went over to Elaine with a raised eyebrow.

"Don't ask me," Elaine said with a sigh. The two of them decided to tie the conductor to the front of the car while their friend played fan-girl.

Drake was pleased to met Elaine's roommate, and find out she was a fan. He was a little bit taken by her charm and innocence as she asked him for an autograph. He signed a picture of himself that he just happened to keep in his wallet for times like this. When he handed it to her she gave him a winning smile.

"How about some coffee after you're done with whatever you three are doing?" She asked him boldly.

He considered her as he mulled over her offer. She was drop dead gorgeous, and obviously liked him. He shrugged and thought that if he lived through the night, it might not be such a bad idea. "Why not," he said with a show worthy grin.

Sarah made a pleased noise then turned to Elaine. "Make sure you get this one back to me for coffee when you're done!" she ordered her friend as she walked over to where they were attaching the conductor.

She pulled an envelope out of her pocket and handed it to Elaine, who was just finishing up in securing the equipment. "This was sitting on the table," Sarah said as she handed over the packet.

Elaine opened it to find a necklace and a note inside. She read the note out loud:

"_Dear Elaine,_

_No matter what happens, you were a great apprentice. Please take this and know that even though it was meant for you in another time and place, it still belongs to you. As does my heart. _

_Love, Balthazar."_

She swallowed hard past the lump in her throat and examined the necklace. It was the same one she had seen in the dream where she had been Veronica. She felt a hot tear fall down her check and had to brush it away.

"I don't think Balthazar was planning on coming back," Karen said as she placed a hand on her friend's shoulder.

"Well then we'll just have to fix that, won't we!" Drake said with a wicked grin. As long as he got to kick Horvath's uptight ass, he didn't care who they saved.

Elaine nodded her thanks to Karen and Drake then headed towards the drivers-side door of the Phantom. Before she could get in Sarah came forward with a grave expression.

"I don't know what you've gotten yourself into, but whatever it is…" she started sternly. "You are definitely participating!" She finished with a smile and patted Elaine's back enthusiastically.

"Thanks Sarah," Elaine said, then she got into the car. Drake and Karen followed her example.

Sarah waved goodbye to her friends and watched them drive off, confused but excited. She had a date later to get ready for. "I hope Elaine calls me to let me know when they're done. I need fair warning before a date with a star!" she mused as she got into her Pinto and drove home.


	24. Chapter 23: Backlash

Elaine drove towards Battery Park as quickly as she could in the traffic that surrounded them. She didn't quite have the driving talents of Balthazar. A flash of light above the car caught her eye. She looked up and out the windshield, to see a stream of fire bounce off a satellite dish on the building above her.

"Did you see that?" Elaine asked the others with a worried tone.

"No. What?" Karen asked as she looked out the window.

"No," Drake added from the back.

"They're using the satellite dishes on the top of these buildings to direct and amplify the electromagnetic energy of a circle," Elaine explained to Karen as she kept half and eye on the progress of the power, and the other half on traffic.

"The dishes are set up to direct the energy around the park. It's essential for Morgana to have the circle complete and perfect so she can cast _The Rising."_ Drake explained the plans to Elaine. "I had to get those bloody dishes into position myself."

"So if one were out of place…?" Elaine suggested, leaving the question open. The idea that came to her head was a good one and would keep at least one of them safe.

"Then no _Rising_," Drake said with a nod.

Elaine pulled the car over once more. She turned and gave Karen a pleading look. "I need you to do something for me. This might even be the most important thing anyone could do in this whole fiasco," she said sincerely.

"What do you need?" Karen asked.

"I need you to climb up there," she pointed up to the top of the building at a satellite dish. "And knock that dish out of position." She knew Karen was still terrified of heights, and that she was asking a lot of her friend. It was something her friend could do that might turn the tides, but still keep her as safe as she could be.

"Why not have him go?" Karen asked with a nod towards the backseat.

"Because even though he's powerless, like me, he's still a sorcerer. We know the risks of facing full powered Morganians. Up there you'll be much safer than with us, and you'll be doing something more important that what we'll be doing." Elaine explained.

Karen gave her a look that spoke volumes about how much she didn't want to go up there, but she nodded to let them know she would do it.

"Fine, just don't die while I'm up there. I want to be able to beat you up if I fall," Karen didn't add that she would probably die if that happened. She just gave her friend and hug, then a light punch on the shoulder.

"Good luck," Elaine whispered as her friend hugged her. She took the punch with a smile.

"You too," Karen whispered back. Then she turned to Drake and gave him a glare. "Don't you dare do anything to help the bad guys, or so help me I'll kick your ass from here to the burning surface of the sun!"

Drake gave her a slightly fearful expression, because he believed that she would do her best to fulfill that threat if they lived through this. He swallowed hard and just inclined his head to her.

"Good!" Karen said with a smile. Then she was off and running to the building with this dish.

Elaine pulled back out into traffic and kept driving. Drake was silent in the backseat while they drove. That was alright with her because her mind was spinning around at about a million miles an hour. She was worried about Karen, but knew she would do her best. She was also terrified that they would be too late to help Balthazar.

She turned onto the next street, heading away from the traffic, and towards the park. Then she had to come to a complete stop as a cab blocked the lane in front of her.

"You have got to be kidding me!" Elaine cried as she watched the cabbie help a very old lady out of the car. The man got something out of the car and handed it to the old woman, who was crossing the street. It was a walker.

"Of course! She has a walker, why wouldn't she!" Elaine exclaimed in frustration while she was forced to wait for the old woman.

"Why don't you just nudge them out of the way?" Drake asked as they waited. Elaine shot him a look that said he had better keep his mouth shut after that comment.

"You're one of the good guys for now, so start acting like it," Elaine replied after a second of glaring at him.

"Sidewalk?" Drake suggested. He was trying to think of ways to help. From the look she gave him it was apparent that his suggestions weren't as good as he was thinking they were.

Finally the old woman was across the street, and the cabbie had returned to his car. With the cab no longer blocking the road they were on the move once more.

**Balthazar** faced down his old friend with a sort of grim determination. He tucked the Grimhold safely away in his coat, and then launched a plasma bolt at Horvath. The bolt was easily knocked away. Balthazar decided to change tactics.

He summoned up a powerful gust of wind and sent it to try and knock Horvath off of his feet. His wind was met with a blast of wind from Horvath. For a moment the two sorcerers were locked into an even battle, neither of them giving an inch.

Then Horvath gave a truly wicked smile. "Time was things were pretty even between us Balthazar," he said with a cocky demeanor.

The wind coming at Balthazar increased threefold, knocking him back into the fence. He grabbed a hold of the iron bars as the wind continued to blow at him in force. He was stunned by the display of power from Horvath.

"Not anymore though. I've acquired some new jewelry," Horvath said as he walked over to where Balthazar was clinging on to the fence.

Balthazar was dismayed to see the three pieces that adorned Horvath's cane. It was no longer a surprise that Horvath had been able to free Morgana already; he had stolen the powers of other sorcerers.

**Horvath** felt like whistling, this was so much fun! He looked around for something else he could use as a weapon. His eyes fell on the large metal bull sculpture on the sidewalk. With a flick of his cane he sent a jolt of power into the statue, bringing it to life.

The giant bull snorted and looked around for its target. When it saw Balthazar it let out a mighty roar and charged. Balthazar barely had time to duck behind a car, narrowly avoiding being impaled on the large horns.

"Did you know it can take matadors who've been gored by a bull up to three days to die?" Horvath said with a grin. "Sounds unpleasant, doesn't it?"

Balthazar ran from car to car, barely staying ahead of the bull. Finally, at one particularly large H2 Hummer, the bull got it's horns stuck in the vehicle. Balthazar took that moment to send a plasma bolt at Horvath.

Horvath blocked the oncoming bolt, and sent it flying back at Balthazar, with an added kick of wind. The combo blasted past the shield Balthazar raised and sent him flying hard back into the metal fence.

The impact knocked the wind out of his lungs, and Balthazar found himself struggling just to sit up. He heard the bull get free from the ruined Hummer and come charging at him again. At the last second the eagle from the Chrysler Building swooped down and grabbed the bull in its talons, carrying if off.

"Thank you!" Balthazar managed to croak out to the eagle as it soared away.

Horvath didn't seem too concerned that he had lost his new toy. With a saunter in his step he came up to the fallen Balthazar. "The circle is almost complete. Must feel rotten Balthazar," he said smugly. "All those years fighting to stop this moment, and you come up just a little bit short at the end."

A rumbling roar of an engine made Horvath pause. He had heard that sound before.

"Is that my car?" Balthazar asked, more than a bit confused.

Both sorcerers turned to see Elaine driving the Phantom, coming straight at Horvath. Horvath raised his cane to send a spell flying at the car, but Elaine just smiled and pushed a button of the remote she was holding in the hand not on the steering wheel.

The conductor on the front of the car shot out a large electrical bolt, like a Tesla coil, which slammed into Horvath's cane. He flew backwards dropping the cane as the electricity flowed into him. He landed in an unconscious heap ten feet away.

Elaine stopped the car, and ran out to Balthazar's side. Drake Stone followed her with a pleased smile on his face. He was just happy to see Horvath get what had been coming to him.

"Bet you didn't see that coming, you poncy bastard!" Drake spit out as he looked at the fallen Morganian.

**Elaine** helped Balthazar stand. He gave her a look that was almost reproachful once he was on his feet.

"I told you I could do this alone," he said.

"Right, so the fact that I just saved your ass doesn't mean anything?" Elaine asked sarcastically.

Balthazar gave her a smile. "I suppose I could use a little help. Nice idea with the Tesla Coil."

His praise made Elaine smile more. Then she saw him glance at Drake Stone with a dark expression. She stepped between the two men as Balthazar moved to attack the former Morganian.

"Don't. He's on our side for now," Elaine explained as she held up her hands in a pleading fashion. "Besides, I promised my roommate I'd bring him back to her in one piece so they could go on a date." She added with a shrug.

Balthazar was about to say something, but suddenly the pressure increased in the park. The circle had been closed. Dark energy started swirling in the air around Morgana. Then, without warning it stopped. All the energy dispersed and knocked Morgana to the ground.

Elaine gave a small smile and silently thanked her best friend for coming through for them. She and Balthazar ran to the side of the fallen Morgana.

Balthazar checked and confirmed that she was still alive, just knocked out cold but the backlash of power. He held the body of the one he had loved for many years and let a few tears flow. He knew what he was about to do would free her beautiful shell from Morgana, but then the body would be just that, a shell.

Elaine stood a few steps back and let Balthazar have his moment of grief. She knew that it hurt him terribly to see Veronica again, even if it were only her body. She watched in confusion as he moved his hand back and forth between his face and Veronica's. Then she realized what he was doing, as Morgana's soul flowed into him.

"You're free now," he whispered to Veronica's body as it turned to dust in his hands.

"Balthazar! What did you do?" Elaine cried out in shock as she started towards him.

"What Veronica did for me all those years ago," he said as he turned towards Elaine and tossed her the Grimhold. The pain was excruciating as Morgana tried to attack him from inside. This was his sacrifice to keep the world safe, to keep Elaine safe.

He fought back the pain as he looked into Elaine's eyes and pleaded with her, "Remember your promise. Whatever it takes to destroy Morgana."

"I'm not locking you in there," Elaine said with tears in her own eyes. She tried to reach out to him but he moved just out of her reach.

Drake Stone watched on with tears of his own forming. He had never seen anything so brave or heartbreaking as what he was witnessing right now.

"I can't hold her much longer," Balthazar pleaded with Elaine.

"We'll fight her!" Elaine shot back bravely. She grabbed his hand, but let go in surprise as Balthazar's eyes changed to an evil glow. Her turned on her with a wicked smile on his face.

"How sweet," Morgana's voice came, distorting Balthazar's. With a terrible scream she ripped her soul out of his body and materialized in a flowing image comprised of electrons.


	25. Chapter 24: Final Battle and Epilogue

"Say goodbye to your lover Balthazar!" Morgana screamed as she sent a powerful blast of fire towards Elaine.

Balthazar was about to shove Elaine away, but she jumped out in front of him, into the oncoming flames. They were both surprised when the flames went around them, and around the vacuum sphere Elaine was holding out instinctively.

"No way," Elaine said in awe as she strained to keep the sphere up.

"It _is_ you," Balthazar said with a knowing smile on his lips. He had known all along that she was the one.

Elaine looked down and remembered that she wasn't wearing the ring anymore. She had acted on instinct alone, and the magic had responded. Balthazar had been right about her since the beginning.

"The Prime Merlinean?" Morgana said with venom in her voice. She stopped the torrent of flame and turned her full attention on Elaine. She conjured a large plasma bolt and sent it flying at Elaine, who brought up a shield to defend them.

Bolt after bolt hit the shield and tore pieces of it away. Morgana was throwing bolts stronger than anything Elaine could have ever imagined.

"You have Merlin's power, but not his strength nor his skill. You're still weak," Morgana taunted as she blasted away the rest of Elaine's shield.

Elaine sent a few bolts back at Morgana, but they just went right through her.

"She's not alone!" Balthazar said as he stood next to Elaine and shot a bolt at Morgana that sent her back a step. It wasn't much, but it had done something.

"You fool!" Morgana screamed, and hurled a powerful bolt that slammed into Balthazar, knocking him to the ground. He lay there, unmoving, as Drake ran up to them.

Elaine turned and was moving to Balthazar's side when Drake looked up and shouted out a warning. "Behind you!" He cried out in alarm as another large bolt came flying at Elaine.

Elaine spun and managed to shield just in time. She strained to hold the shield as Morgana unleashed a flurry of plasma bolts at her. She wanted to go to Balthazar, but she couldn't do that until she stopped Morgana. Tears mixed with sweat as she looked back and forth between the unmoving Balthazar, and the unrelenting Morgana.

When Elaine's second shield dissolved Morgana stopped her attack. She decided to play with her prey a bit. Give the Merlinean a chance to attack, not that it would do anything.

"My turn!" Elaine said viciously as she formed a plasma bolt in each hand. She sent them flying, but both of them missed Morgana by a few feet.

"You'll have to do better than that," Morgana said with a smirk. She didn't notice Elaine moving her hands subtlety as she coaxed the wires she had blasted with power to snake around the lamp posts nearby.

"Come on, just a little further," Elaine whispered as the wires moved into place. To distract Morgana she sent another bolt at the evil sorceress. It went through her again, but it had done its job.

"Forget it little sorceress. You're all alone, and you can't beat me!" Morgana said with a laugh.

"I'm not alone," Elaine said with confidence. "I brought a little science with me. NOW!" She shouted the last to the broom in the shed she had blasted. It was alive and under her command. It pulled the power switch for the lamps.

With the cables she had coaxed into place the lamps became large Tesla Coils, attacking the nearest source of electrons, Morgana. The bolts from the coils weakened her, and caused a small blackout in the general area of the city.

When the power failed and the coils stopped firing, Elaine sent a torrent of plasma bolts into the charged electrons that comprised Morgana. They ripped into her and scattered the electrons to the winds, destroying the most powerful evil the world had ever known.

For a long moment there was nothing but silence. Elaine was thrilled she had succeeded, but then remembered Balthazar's crumpled form. She turned and rushed to his side.

"No! No! No! No," she said as she ran over to him and dropped on the ground beside him. Drake was on the other side of him, shaking his head sadly.

"He's gone," Drake spoke softly.

"He can't be!" Elaine cried. Her tears streamed down her face as she grabbed Balthazar's lifeless hand.

Drake came around and placed a hand on her shoulder. "He completed his quest, he found you. He's at peace now," Drake tried to comfort her.

"That's not good enough!" Elaine answered as she stood up.

Drake backed up as Elaine called a circle around her and Balthazar. A circle of red flame sprung up around the two. He watched in mild awe as she effortlessly pulled power to her. Part of him was jealous, and part of him was impressed.

"If Morgana can stop his heart, then maybe I can start it again," Elaine spoke with conviction, and hope. She called electricity to her hands and slammed them down on his chest, trying to start his heart.

"You, with all your rules!" And again, "Your old-person shoes!" And again, "and always following me around and saving me with that look on your face!" And once last time, "You are _not_ going to die on me without me getting to tell you that I love you!" She finished with a cry of pain. He didn't stir at first and her heart dropped.

Then he blinked at her.

"I had this dream," Balthazar said his voice hoarse. "You were insulting me repeatedly." He added once he took a few breaths of air.

"Weird," Elaine said gently with a shrug. She wiped the tears from her face and leaned down to smile at him.

He looked into her eyes and smiled back. "Yeah, but then you told me that you love me," he said quietly as he took her hand in his.

"Doesn't sound like such a bad dream after all," Elaine laughed.

"No, not bad at all," Balthazar said as he sat up. He pulled her to him in a hug that was almost painful for him in his weakened state, but he found it worth it.

Elaine gasped as she was pulled into the hug, but then she relaxed and let him hold her. His lips were next to her ear when he whispered to her, "I love you too."

Elaine pulled back enough to see his face. When she did he was holding the necklace he had given her, a vivid smile warmed his face.

She had put the necklace in her coat pocket, back at her lab, but now he had it. He held it out and she moved her hair, so he could put it on her. "I wanted the chance to give you this," he explained.

"Thank you," Elaine whispered as he fastened the clasp. He brushed her cheek as he pulled his hands back. Then he moved forward and kissed her with all the passion of a man who had been dying of thirst, and had just found water again. Elaine kissed him back with equal passion.

When they pulled away from each other Elaine gave a sly grin. "So, how about some breakfast," she asked, "In France?"

"France?" Balthazar questioned back, eyebrow raised.

"France," Elaine confirmed as the steel eagle landed behind them. "I got us a ride."

"Why not? I haven't been there for years," Balthazar said as he put a hand around her waist and spun her around with joy. They were alive, and Morgana was defeated. His new life was shaping up to be a good one.

"Um, what about me?" Drake asked from behind them. They turned to look at him with thoughtful expressions.

Elaine broke away from Balthazar and walked over to Drake. She held her hand out to him, and he took it tentatively. She gave it a firm shake, and smiled warmly at him.

"Thank you for helping," Elaine told him.

"I didn't do anything," Drake said as she let go of his hand.

"Yes, you did. You helped more than you think. You're one of us now," Elaine spoke with warmth. "Now, go take my roommate on a date she'll never forget!" She tossed him the keys to the Phantom.

"I want that back in one piece!" Balthazar added as he got onto the eagle and pulled Elaine up behind him.

Drake gave him a salute and watched them fly off into the night sky.

**Epilogue:**

Balthazar and Elaine had a good breakfast in France. When they returned Horvath was missing, but his cane and the rings on it were still in Battery Park. The couple took the cane and went home to Elaine's apartment.

Sarah and Drake went out on the town, dancing. When Elaine returned with Balthazar Sarah talked her ear off about how she and Drake were meant to be. Elaine didn't know if it would truly work, but she was glad her friend was happy.

Balthazar went to stay with Drake, until he could get a place of his own again. He is currently trying to open up another Arcana Cabana. This time he will be the co-owner of it, along with his girlfriend Elaine Stutler.

Karen and Elaine passed their physics final with ease. Karen is currently going for her doctorate in the subject.

Elaine is continuing her study of Archeology, which she figures will come in handy once the shop is up and running.

Abigail Smith was never seen again, but when Elaine went to give Drake his ring back, she noticed the pentacle amulet was missing from the cane.

**((I want to give a huge acknowledgement and thanks to all the reviewers of this story. Thank you all so much for your kind words, and most importantly for reading and reviewing! I honestly could have never gotten through this without you guy! You're the best!**

**Thanks again! Yours,**

**Katterina VanWie))**


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